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Notice of Annual Shareholders’ Meeting and Proxy Statement

Bud Walton Arena, University of Arkansas, Fayetteville, ArkansasNYSE: WMT

8:00 a.m., Central time

2016

Friday, June 3, 2016

April 20, 2016

Dear Fellow Shareholders:

We are pleased to invite you to attend Walmart’s 2016

Annual Shareholders’ Meeting on June 3, 2016 at 8:00

a.m. Central Time. If you plan to attend, please see

page 94 for admission requirements. For those unable

to join in-person, the meeting will also be webcast at

www.stock.walmart.com.

Walmart is going through a period of transformation as

we make strategic investments to better serve customers

and drive shareholder value. Over the past year, we have

actively engaged with many of our largest institutional

shareholders to understand their perspectives on a variety

of topics, including corporate strategy, governance, and

compensation. We both participated in this engagement

effort and we would like to take this opportunity to update

you on some of the themes from these discussions,

which are also key focus areas for our Board.

Our Board is actively engaged in company strategy

We remain focused on the execution of our enterprise

strategy – working to win with stores, deepening

digital relationships with customers, and bolstering

critical capabilities such as our next generation supply

chain, technology and data, our talent, and how we

work. The Board believes that this strategy positions

the company for sustainable growth in the future.

We have challenged management to accelerate the

pace of change even further, and we are tracking

various metrics such as comp sales and customer

satisfaction scores to monitor progress in delivering

the strategy. In our conversations with shareholders,

they expressed strong support for our investments

in our people and technology, as we seek to deliver

a seamless shopping experience for our customers.

Our Board has the right skills and experience to support the company’s strategy

We believe that Board refreshment and succession

planning are critical as Walmart continues to change for our customer. We’ve added 5 new independent

directors to the Board in the last 4 years, and we’ve

made changes to the way the Board operates to

maximize our effectiveness as we adapt to evolving

customer needs. These changes include reducing the

size of the Board while maintaining its independence,

changing the composition of Board committees,

and ensuring that Board and committee agendas

are focused on Walmart’s strategic priorities. We

have revised the Corporate Governance section of

our proxy statement to provide more information on

these topics (see page 12). Your Board is committed

to continuous improvement, and in early 2016 we

engaged a third party consulting firm to help us think

about ways to further improve our effectiveness. The

sentiment from shareholders has been consistent –

that the value, quality, and diversity of our directors

are strategic assets for Walmart.

Our compensation program is aligned with our strategy

The Compensation, Nominating and Governance

Committee of our Board regularly reviews the

performance metrics used in our incentive plans

and has determined that they are appropriately

aligned with shareholder interests. We have revised

the disclosure in the Compensation Discussion

and Analysis section of our proxy statement to

address some of the frequently asked questions

from shareholders, and to more clearly describe

the direct link between executive compensation and

corporate strategy (see page 39). In our conversations,

shareholders expressed a variety of viewpoints on

our executive compensation program, but most felt

it was appropriately performance-based and aligned

with our strategy.

The Board greatly values shareholder feedback and

thanks those of you who contributed to the constructive

dialogue. You have challenged us to continue to improve

our proxy statement disclosure, and we hope that you

will find this year’s proxy statement even better than the

last. Thank you for being a Walmart shareholder and

we look forward to seeing many of you at the meeting

in June. Regardless of whether or not you attend the

meeting in person, your vote is important to us. For

instructions on how to vote, please see page 91 of our

proxy statement.

Gregory B. Penner Dr. James I. Cash, Jr.Chairman Lead Independent Director

“Our Board has the right skills and experience to support the company's strategy.”

Notice of 2016 Annual Shareholders’ Meeting

Please join our Board of Directors, senior leadership, and

other shareholders for the Wal-Mart Stores, Inc. 2016 Annual

Shareholders’ Meeting.

■ ITEMS OF BUSINESS

1. To elect as directors the 12 nominees identified in the

accompanying proxy statement;

2. To vote on a non-binding, advisory resolution to approve the

compensation of the company’s named executive officers;

3. To vote on the approval of the Wal-Mart Stores, Inc. 2016

Associate Stock Purchase Plan;

4. To ratify the appointment of Ernst & Young LLP as the

company’s independent accountants for the fiscal year ending

January 31, 2017;

5. To vote on the 3 shareholder proposals described in the

accompanying proxy statement, if properly presented at the

meeting; and

6. To transact any other business properly brought before the

2016 Annual Shareholders’ Meeting.

■ RECORD DATE

The record date for the meeting is April 8, 2016. This means

that you are entitled to receive notice of the meeting and vote

your shares at the meeting if you were a shareholder of record

as of the close of business on April 8, 2016.

■ HOW TO CAST YOUR VOTE (PAGE 91)

You can vote by any of the following methods:

on the internet at www.proxyvote.com;

calling toll-free (U.S. and Canada) at 1-800-690-6903;

on your mobile device by scanning the QR code

on your proxy card, notice of internet availability of

proxy materials, or voting instruction form;

mailing in your signed proxy card or voting instruction

form (if you received one); or

in person at the 2016 Annual Shareholders’ Meeting.

■ HOW TO ATTEND THE MEETING

If you plan to attend the meeting in person, please see page 94

for admission requirements.

The proxy statement and our Annual Report to Shareholders

for the fiscal year ended January 31, 2016, are available in the

“Investors” section of our corporate website at http://stock.

walmart.com/annual-reports.

April 20, 2016

By Order of the Board of Directors

Jeffrey J. Gearhart Executive Vice President, Global Governance

and Corporate Secretary

Friday, June 3, 20168:00 a.m., Central timeBud Walton Arena, University of Arkansas Campus, Fayetteville, Arkansas 72701

7 2016 Proxy Statement

Table of Contents

LETTER FROM CHAIRMAN AND LEAD INDEPENDENT DIRECTOR 3

NOTICE OF 2016 ANNUAL SHAREHOLDERS’ MEETING 5

PROXY STATEMENT SUMMARY 8

CORPORATE GOVERNANCE 12

Proposal No. 1: Election of Directors ..............................................................................12

Board Leadership Structure .....................................................................................................24

Board Committees .........................................................................................................................25

Board Meetings and Director Attendance ....................................................................28

Board Attendance at Annual Shareholders’ Meetings ........................................28

Communicating with the Board .............................................................................................28

Board Evaluations and Board Effectiveness ...............................................................29

Board Refreshment and Succession Planning..........................................................29

Director Onboarding and Engagement with the Business ..............................30

Management Development and Succession Planning .......................................30

The Board’s Role in Risk Oversight ....................................................................................31

Oversight of the Company’s Strategies for Legislative Affairs,

Public Policy Engagement, Charitable Giving, and Sustainability ..............32

Shareholder Outreach and Engagement ......................................................................32

Director Independence .................................................................................................................33

Related Person Transactions ...................................................................................................35

Director Compensation ...............................................................................................................36

EXECUTIVE COMPENSATION 39

Compensation Discussion and Analysis ........................................................................39

Risk Considerations in our Compensation Program ............................................61

Compensation Committee Report ......................................................................................62

Compensation Committee Interlocks and Insider Participation ..................62

Summary Compensation ............................................................................................................63

Fiscal 2016 Grants of Plan-Based Awards ..................................................................66

Outstanding Equity Awards at Fiscal 2016 Year-End ..........................................68

Fiscal 2016 Option Exercises and Stock Vested.....................................................69

Pension Benefits ................................................................................................................................70

Fiscal 2016 Nonqualified Deferred Compensation ................................................70

Walmart’s Deferred Compensation Plans ......................................................................72

Potential Payments Upon Termination or Change In Control ........................73

Equity Compensation Plan Information ...........................................................................74

Proposal No. 2: Advisory Vote to Approve Named

Executive Officer Compensation ..........................................................................................74

STOCK OWNERSHIP 75

Holdings of Major Shareholders ............................................................................................75

Holdings of Officers and Directors ......................................................................................76

Section 16(a) Beneficial Ownership Reporting Compliance ...........................77

Proposal No. 3: Approval of the Wal-Mart Stores, Inc.

2016 Associate Stock Purchase Plan ..............................................................................77

AUDIT MATTERS 79

Audit Committee Report .............................................................................................................79

Audit Committee Financial Experts.....................................................................................80

Audit Committee Pre-Approval Policy ..............................................................................81

Transaction Review Policy ..........................................................................................................81

Proposal No. 4: Ratification of Independent Accountants .............................82

SHAREHOLDER PROPOSALS 84

Proposal No. 5: Request to Adopt an Independent Chairman Policy ......84

Walmart’s Statement in Opposition to Proposal No. 5 ..........................................85

Proposal No. 6: Request for Annual Report Regarding Incentive

Compensation Plans ......................................................................................................................86

Walmart’s Statement in Opposition to Proposal No. 6 ........................................... 86

Proposal No. 7: Request for Report Regarding Criteria for

Operating in High-Risk Regions ............................................................................................87

Walmart’s Statement in Opposition to Proposal No. 7 .........................................88

OTHER MATTERS 88

INFORMATION ABOUT THE PROXY STATEMENT, THE MEETING, AND VOTING 89

SUBMISSION OF SHAREHOLDER PROPOSALS 95

TABLE OF ABBREVIATIONS 96

ANNEX A INFORMATION REGARDING CERTAIN NON-GAAP FINANCIAL

MEASURES A-1

ANNEX B WAL-MART STORES, INC. 2016 ASSOCIATE STOCK

PURCHASE PLAN B-1

MAP AND 2016 ANNUAL SHAREHOLDERS’ MEETING ADMISSION REQUIREMENTS BACK COVER


Proxy Statement Summary

You have received these proxy materials because the Board is soliciting your proxy to vote your Shares at the 2016

Annual Shareholders’ Meeting. This summary highlights information contained elsewhere in this proxy statement. This

summary does not contain all of the information that you should consider, and you should read the entire proxy statement

carefully before voting. Page references (“XX”) are supplied to help you find further information in this proxy statement.

Please refer to the Table of Abbreviations on page 96 for the meaning of certain terms used in this summary and the

rest of this proxy statement. This proxy statement and the related proxy materials were first released to shareholders

and made available on the internet on April 20, 2016.

■ ANNUAL SHAREHOLDERS’ MEETING

Date and Time Place Record Date

Admit One

Admission

June 3, 2016, 8:00 a.m.,

Central time

Bud Walton Arena,

University of Arkansas

Campus, Fayetteville,

Arkansas 72701

You can vote if you were

a shareholder of record of

the company at the close

of business on April 8, 2016

(page 89).

You must have proof of

ownership of your Shares

as of the record date to

attend the 2016 Annual

Shareholders’ Meeting

(page 94).

If you are unable to attend in person, you can view a live webcast of the 2016 Annual Shareholders’ Meeting at

http://stock.walmart.com.

■ SUMMARY OF VOTING MATTERSThe Board is not aware of any matter that will be presented for a vote at the 2016 Annual Shareholders’ Meeting other

than those shown below.

Board Vote Recommendation

Page Reference (for more detail)

Item 1: Election of 12 DirectorsFOR each

Director Nominee 12

Item 2: Advisory Vote to Approve Named Executive Officer Compensation FOR 74

Item 3: Approval of the Wal-Mart Stores, Inc. 2016 Associate Stock Purchase Plan FOR 77

Item 4: Ratification of Independent Accountants FOR 82

Items 5-7: Shareholder ProposalsAGAINST each

shareholder proposal 84


■ BOARD OVERVIEW

Highly Engaged Board

Actively involved in Walmart’s strategy

98% overall attendance rate at Board and

committee meetings

31 committee meetings during fiscal 2016

Thoughtful Board Refreshment

12-year term limit for Independent Directors

5 new Independent Directors in the last 4 years

Reducing size of Board to promote effectiveness

Ongoing Board succession planning

Experience and Expertise

Our 12 director nominees bring a variety of backgrounds, qualifications, skills, and experiences that contribute to

a well-rounded Board uniquely positioned to effectively oversee our strategy and operations in a rapidly evolving

retail industry.

Seniorleadership

9Retail

4

Global or

internationalbusiness

12

Technology or

e-commerce

5

Marketingor brand management

4

Regulatory or legal4 Finance,

accounting, orfinancial reporting

5

Tenure, Age, and Gender Diversity

Our 12 nominees represent an effective mix of deep company knowledge and fresh perspectives.

TENURE

1335<50 50-59 60-69 70-75

AGE GENDER

MaleFemale

93MEDIAN: 4 YRSAVERAGE: 7 YRS

MEDIAN: 57AVERAGE: 54

52

3

2 0-3 yrs

4-6 yrs

7-10 yrs

>10 yrs



■ BOARD NOMINEES (PAGES 15-21)8 of our 12 Board nominees are independent, all members of the Audit Committee and CNGC are independent,

and our key committee chairs are independent. Despite their significant Share ownership, only three members of the

Walton family are Board nominees.

Key Committee MembershipOther

Public Company

BoardsName AgeDirector Since Principal Occupation Independent AC CNGC SPFC TeCC

Jim Cash* 68 2006 James E. Robison Professor of Business Administration Emeritus, Harvard Business School

1

Pam Craig 59 2013 Retired CFO, Accenture plc 2

Tim Flynn 59 2012 Retired Chairman and CEO, KPMG 1

Tom Horton 54 2014 Senior Advisor, Warburg Pincus LLC, and retired Chairman and CEO, AMR Corporation

1

Marissa Mayer 40 2012 President and CEO, Yahoo! Inc. 1

Doug McMillon 49 2013 President and CEO, Walmart 0

Greg Penner** 46 2008 Chairman, Walmart and Partner, Madrone Capital Partners

1

Steve Reinemund 68 2010 Retired Dean of Business, Wake Forest University, and retired Chairman and CEO, PepsiCo., Inc.

2

Kevin Systrom 32 2014 CEO and Co-Founder, Instagram 0

Rob Walton

71 1978 Retired Chairman, Walmart 0

Steuart Walton 34 Nominee CEO, Game Composites, Ltd. 0

Linda Wolf 68 2005 Retired Chairman and CEO, Leo Burnett Worldwide, Inc.

1

*Lead Independent Director **Board Chairman Chair Member

Qualifications and Experience: Committees:Senior Leadership

Retail

Global/International

Technology/e-commerce

Marketing/Brand Management

Finance/Accounting

Regulatory/Legal

AC = Audit Committee

CNGC = Compensation, Nominating and Governance Committee

SPFC = Strategic Planning and Finance Committee

TeCC = Technology and eCommerce Committee

Proxy Statement SummaryProxy Statement Summary


■ CORPORATE GOVERNANCE HIGHLIGHTS (PAGES 12-38)

Majority Independent Board

Shareholder Right to Call Special Meetings

Independent Key Committee Chairs

No Poison Pill

Separate Chair and CEO

Lead Independent Director

No Supermajority Voting Requirements

CNGC Oversight of Political and Social Engagement

Annual Election of All Directors

Robust Board Evaluations

Majority Voting for Director Elections

Board-Level Risk Oversight

Commitment to Board Refreshment

Extensive Shareholder Engagement

Focus on Succession Planning

Board Oversight of Company Strategy

Robust Stock Ownership Guidelines

No Hedging and Restrictions on Pledging

No Employment Agreements with Executives

No Change-in-Control Provisions

■ COMPENSATION ALIGNED WITH PERFORMANCE (PAGES 39-74)

Our executive compensation program is heavily based on performance and aligned with our strategy. More than 75%

of our CEO’s fiscal 2016 total direct compensation was based on operating income, sales, and ROI, which are aligned

with our strategy and important indicators of retail performance. The chart below illustrates the alignment between our

TSR and the reported compensation of our CEO each of the last five fiscal years:

FY12Feb. 1, 2011 FY13 FY14 FY15 FY16

$5

0

$10

$15

$20

$25

Tota

l Rep

ort

ed C

EO

Pay

($ m

illio

ns)

Ind

exed

TS

R

Total Reported CEO Pay Indexed Total Shareholder Return

$150

$175

$25

0

$50

$75

$100

$125

(1) The compensation shown above is the total compensation reported on the Summary Compensation table for our CEO for each fiscal year shown. For fiscal 2015 and

fiscal 2016, the amount shown is the total compensation reported for Mr. McMillon. For fiscal 2012 through fiscal 2014, the amount shown is the total compensation

reported for our former CEO, Michael T. Duke. Due to his pending retirement, Mr. Duke did not receive any equity awards in fiscal 2014, resulting in relatively low total

reported compensation for that year.

(2) Indexed TSR illustrates the total shareholder return on Walmart common stock during the five fiscal years ending January 31, 2016, assuming $100 was invested on

the first day of fiscal 2012 and assuming reinvestment of all dividends.



CORPORATE GOVERNANCE

Proposal No. 1 Election of Directors

What am I voting on?

You are voting to elect each nominee named below as a director

of the company for a one-year term. If you return your proxy,

your proxy holder will vote your Shares FOR the election of each

Board nominee named below unless you instruct otherwise. If

the shareholders elect all of the director nominees named in this

proxy statement at the 2016 Annual Shareholders’ Meeting,

Walmart will have 12 directors. Each director nominee named

in this proxy statement has consented to act as a director of

Walmart if elected. If a nominee becomes unwilling or unable

to serve as a director, your proxy holder will have the authority

to vote your Shares for any substitute candidate nominated by

the Board, or the Board may decrease the size of the Board.

What qualifications do the Compensation, Nominating and Governance Committee and the Board consider when selecting candidates for nomination?

An effective Board should be comprised of individuals who

collectively provide an appropriate balance of distinguished

leadership, diverse perspectives, strategic skill sets, and

professional experience relevant to our company’s business and

strategic objectives. In fulfilling its responsibility for identifying and

evaluating director candidates, in accordance with Walmart’s

Corporate Governance Guidelines, the CNGC selects potential

candidates on the basis of: outstanding achievement in their

professional careers; broad experience and wisdom; personal

and professional integrity; ability to make independent, analytical

inquiries; experience with and understanding of the business

environment; willingness and ability to devote adequate time

to Board duties; and such other experience, attributes, and

skills that the CNGC determines qualify candidates for service

on the Board. The CNGC also considers whether a potential

candidate satisfies the independence and other requirements

for service on the Board and its committees, as set forth in the

NYSE Listed Company Rules and the SEC’s rules. Additional

information regarding qualifications for service on the Board

and the nomination process for director candidates is set

forth in the CNGC’s charter and our Corporate Governance

Guidelines, which are available on the Corporate Governance

page of our website at http://stock.walmart.com.



Walmart is in a period of transformation as we pursue a long-term strategy to deliver a seamless customer experience in our

stores, clubs, and through e-commerce. In light of this, and depending on the current composition of the Board and Board

committees and expected future turnover on our Board, the CNGC generally seeks director candidates with experience, skills,

or background in one or more of the following areas:

DIVERSITY

Retail experience: As the world’s largest retailer, we seek directors who possess an understanding of

financial, operational, and strategic issues facing large retail companies.

Global or international business experience: As a global organization, directors with broad international

exposure provide useful business and cultural perspectives, and we seek directors with experience at

multinational companies or in international markets. Technology or e-commerce experience: We aim to be the first retailer to deliver a seamless shopping

experience at scale, and so we seek directors with experience in e-commerce or related industries such as

digital, mobile, and consumer internet industries.

Marketing or brand management: Directors with relevant experience in consumer marketing or brand

management, especially on a global basis, provide important insights to our Board.

LEADERSHIPEXPERIENCE

Directors who have served in relevant

senior leadership positions bring unique

experience and perspective. We seek

directors who have demonstrated

expertise in governance, strategy,

development, and execution.

Diversity and inclusion are values embedded in our

culture and fundamental to our business. We believe

that a board comprised of directors with diverse

backgrounds, experiences, and perspectives improves

the dialogue and decisionmaking in the board room

and contributes to overall Board effectiveness. The

Board assesses the effectiveness of its approach to

Board diversity as part of the Board and committee

evaluation process.

GOVERNANCE

Finance, accounting, or financial reporting experience: We value an understanding of finance and

financial reporting processes because of the importance our company places on accurate financial

reporting and robust financial controls and compliance. We also seek to have multiple directors who qualify

as audit committee financial experts.

Regulatory or legal experience: Our company’s business requires compliance with a variety of regulatory

requirements across a number of countries. Our Board values the insights of directors who have experience

advising or working at companies in regulated industries, and it benefits from the perspectives of directors

with governmental, public policy, and legal experience and expertise.

STRATEGY



Summary of Director Qualifications and Experience

Below we identify the balance of skills and qualifications each director and director nominee brings to the Board. The fact that a

particular skill or qualification is not designated does not mean the director nominee does not possess that particular attribute.

Rather, the skills and qualifications noted below are those reviewed by the CNGC and the Board in making nomination decisions

and as part of the Board succession planning process. We believe the combination of the skills and qualifications shown below

demonstrates how our Board is well-positioned to provide effective oversight and strategic advice to our management.

Senior leadership

Retail

Global or international business

Technology or e-commerce

Marketing or brand management

Finance, accounting, or financial reporting

Regulatory or legal

Jim Cash

Pam Craig

Tim Flynn

Tom Horton

Marissa Mayer

Doug McMillon

Greg Penner

Steve Reinemund

Kevin Systrom

Rob Walton

Steuart Walton*

Linda Wolf

TOTAL 9 4 12 5 4 5 4

Aida Alvarez(1)

Roger Corbett(1)

Mike Duke(1)

Jim Walton(1)

* Steuart Walton is standing for election for the first time at the 2016 Annual Shareholders’ Meeting. (1) Aida Alvarez, Roger Corbett, Mike Duke, and Jim Walton are not being nominated for election as directors and will retire from the Board effective June 3, 2016.

Strategy Governance



Who are the 2016 director nominees?

Based on the recommendation of the CNGC, the Board has

nominated the following candidates for election as directors at

the 2016 Annual Shareholders’ Meeting. The information set

forth below includes, with respect to each nominee, his or her

age, principal occupation and employment during the past five

years, the year in which he or she first became a director of

Walmart, each Board committee on which he or she currently

serves, whether he or she is independent, and directorships

of other public companies held by each nominee during the

past five years.

The Board recommends that shareholders vote FOR each of the nominees named below for election to the Board.

James I. Cash, Jr.

Lead Independent Director

Dr. Cash is the James E. Robison Professor of Business Administration Emeritus at Harvard

Business School, where he served from July 1976 to October 2003. Dr. Cash served as the

Senior Associate Dean and Chairman of HBS Publishing and Chairman of the MBA Program

while on the faculty of the Harvard Business School. Dr. Cash holds an advanced degree in

accounting and computer science and has been published extensively in accounting and

information technology journals. He currently provides executive development and consulting

services through The Cash Catalyst, LLC, which he formed in 2009. He has served as

a director of Chubb Limited (formerly The Chubb Corporation) since 1996. Dr. Cash has

served as a director of a number of other public companies, including General Electric

Company from April 1997 to April 2016, Phase Forward Incorporated from October 2003

to May 2009, and Microsoft Corporation from May 2001 to November 2009, and has

served on the audit committees of several public companies. He also serves as a director

of several private companies.

Joined the Board: 2006

Age: 68

Board Committees: Audit Committee; Executive Committee; TeCC

Other Current Public Company Directorships: Chubb Limited

Skills and Qualifications:

Dr. Cash brings financial, accounting, and strategic planning expertise from his

distinguished career in academia, and from his service at HBS Publishing and on the

boards of directors and audit committees of other large, multinational public companies.

Dr. Cash brings a global perspective gained from his service on boards of large,

multinational companies in a variety of industries.

The Board benefits from Dr. Cash’s unique knowledge of information technology, as

well as his experiences gained from consulting activities and service on the boards

of directors of technology companies.



Pamela J. Craig

Independent Director

Ms. Craig was CFO of Accenture plc (“Accenture”), a multinational management consulting,

technology and outsourcing company, from October 2006 to June 2013. On July 1, 2013,

Ms. Craig stepped down as CFO and retired from Accenture in August 2013. In her 34 years

with Accenture and its predecessor companies, she served in a variety of consulting,

operational, and finance leadership roles, including as senior vice president, finance, from

March 2004 to October 2006, group director, business operations and services, from

March 2003 to March 2004, and managing partner, global business operations, from June

2001 to March 2003. She has served on the boards of Akamai Technologies, Inc. since

May 2011 and Merck & Co., Inc. since September 2015. She also served on the board of

VMWare, Inc. from September 2013 to December 2015. She also serves on the boards

of several private and charitable organizations.


Age: 59

Board Committee: Audit Committee; TeCC

Other Current Public Company Directorships: Akamai Technologies, Inc.; Merck & Co., Inc.


Ms. Craig brings financial reporting, accounting, and risk management expertise

gained through her service as the CFO of a prominent, publicly-held management

consulting, technology, and outsourcing firm.

The Board benefits from Ms. Craig’s experience in global business leadership and

governance.

Ms. Craig also brings experience gained from her service on the boards of directors

of various technology companies.

Timothy P. Flynn


Mr. Flynn was the Chairman of KPMG International (“KPMG”), a global professional

services organization that provides audit, tax, and advisory services, from 2007 until his

retirement in October 2011. From 2005 until 2010, he served as Chairman and from 2005

to 2008 as Chief Executive Officer of KPMG LLP in the U.S., the largest individual member

firm of KPMG. Prior to serving as Chairman and CEO of KPMG LLP, Mr. Flynn was Vice

Chairman, Audit and Risk Advisory Services, with operating responsibility for Audit, Risk

Advisory and Financial Advisory Services practices. Mr. Flynn has served as a member of

the board directors of JPMorgan Chase & Co. since 2012. He served as a member of the

board of directors of The Chubb Corporation from September 2013 until its acquisition in

January 2016. He has been a director of the International Integrated Reporting Council

since September 2015, and he previously served as a trustee of the Financial Accounting

Standards Board, a member of the World Economic Forum’s International Business Council,

and was a founding member of The Prince of Wales’ International Integrated Reporting

Committee. Mr. Flynn graduated from The University of St. Thomas, St. Paul, Minnesota

and is a member of the school’s board of trustees.


Age: 59

Board Committee: Audit Committee (Chair); SPFC

Other Current Public Company Directorships: JPMorgan Chase & Co.


Mr. Flynn has over 32 years of experience in risk management, financial services,

financial reporting, and accounting.

Mr. Flynn also brings extensive experience with issues facing complex, global

companies, and expertise in accounting, auditing, risk management, and regulatory

affairs for such companies.

In addition, Mr. Flynn brings his experiences in executive leadership positions at

KPMG and his service on the boards of directors of other large public companies.



Thomas W. Horton


Mr. Horton is a Senior Advisor at Warburg Pincus LLC, a private equity firm focused on

growth investing. Mr. Horton was the Chairman of AMR Corporation, parent company

of American Airlines Group, Inc. (“AMR”) from December 2013 to June 2014. He also

served in other executive leadership positions at AMR, including as President from 2010

until his appointment as Chairman and CEO in 2011, during which time he led AMR

through a successful restructuring and turnaround that culminated in the merger of AMR

and US Airways, creating the world’s largest airline. From 2006 to 2010, Mr. Horton

served as Executive Vice President of Finance and Planning at AMR. Mr. Horton joined

AMR from AT&T Corporation, where he served in various roles between 2002 and 2005,

including as Vice Chairman and as Chief Financial Officer. While at AT&T, Mr. Horton led

the evaluation of strategic alternatives that ultimately led to the combination of AT&T and

SBC Communications, Inc. Mr. Horton joined AT&T from AMR, where he had served in

various roles from 1985 until 2002, including as Senior Vice President and Chief Financial

Officer. Before joining AMR, Mr. Horton worked at Peat Marwick & Company, which is

now KPMG. He has served on the board of directors of QUALCOMM Incorporated since

2008, and also serves on the executive board of the Cox School of Business at Southern

Methodist University.


Age: 54

Board Committee: Audit Committee; SPFC

Other Current Public Company Directorships: QUALCOMM Incorporated


Mr. Horton brings valuable perspective developed from more than 30 years of

experience in finance, accounting, auditing, and risk management.

Our Board benefits from Mr. Horton’s valuable experiences at complex, international

business industries.

In addition, Mr. Horton brings unique insights gained from his executive leadership roles

at large, highly-regulated, publicly-traded companies.

Marissa A. Mayer


Ms. Mayer is the President and Chief Executive Officer and a member of the board of directors

of Yahoo! Inc. (“Yahoo”), a digital media company. Since joining in July 2012, Ms. Mayer has

led Yahoo’s focus as a guide to digital information discovery through search, communications,

and digital content products. Ms. Mayer also helmed Yahoo’s digital advertising strategy

across mobile, video, native, and social. Under her leadership, Yahoo has grown to serve

over 1 billion users worldwide, with over 600 million mobile users. Prior to her role at Yahoo,

Ms. Mayer spent 13 years at Google Inc. (“Google”) where she led various initiatives including

Google Search for more than a decade, and other early stage products such as Google

Maps, Gmail, and Google News. Ms. Mayer holds a bachelor’s degree in symbolic systems

and a master’s degree in computer science from Stanford University. Ms. Mayer serves on

the board of directors for AliphCom, which operates as Jawbone, and she also serves on

the boards of the San Francisco Museum of Modern Art and the San Francisco Ballet.


Age: 40

Board Committees: CNGC; TeCC

Other Current Public Company Directorships: Yahoo! Inc.


Ms. Mayer brings extensive expertise and insight into the technology and consumer

internet industries, and her senior leadership experience is demonstrated by her

executive role at a prominent consumer internet company and her positions on the

boards of several non-profit organizations.

Ms. Mayer brings distinguished experience in internet product development,

engineering, and brand management.

As the CEO of a global company, Ms. Mayer brings insights into global business,

strategy, and governance.



C. Douglas McMillon

President and Chief Executive Officer

Mr. McMillon is the President and CEO of Walmart and has served in that position since

February 1, 2014. Prior to this appointment, he held numerous other positions with

Walmart, including Executive Vice President, President and CEO, Walmart International,

from February 1, 2009 through January 31, 2014, and Executive Vice President, President

and CEO, Sam’s Club, from August 2005 through January 2009. Mr. McMillon has held a

variety of other leadership positions since joining our company 25 years ago. Mr. McMillon

also serves as a member of the executive committee of the Business Roundtable, and

serves as a member of the boards of directors of a number of organizations, including The

Consumer Goods Forum, The US-China Business Council, and Crystal Bridges Museum

of American Art.


Age: 49

Board Committees: Executive Committee (Chair); GCC (Chair)

Other Current Public Company Directorships: None


Mr. McMillon brings years of executive leadership experience at our company and

extensive expertise in corporate strategy, development, and execution.

In addition, Mr. McMillon brings extensive knowledge and unique experience with

the Walmart International segment.

Mr. McMillon has more than 25 years of experience in the retail industry and at our

company.

Gregory B. Penner+

Chairman

Mr. Penner was appointed as Chairman of the Board in June 2015, after serving as Vice

Chairman of the Board from June 2014 to June 2015. He has been a General Partner of

Madrone Capital Partners, LLC, an investment management firm, since 2005. From 2002 to

2005, he served as Walmart’s Senior Vice President and CFO – Japan, and before serving

in that role, Mr. Penner was the Senior Vice President of Finance and Strategy for Walmart.

com from 2001 to 2002. Prior to working for Walmart, Mr. Penner was a General Partner at

Peninsula Capital, an early stage venture capital fund, and a financial analyst for Goldman,

Sachs & Co. Mr. Penner has been a member of the board of directors of Baidu, Inc. since

2004, and he previously served on the boards of Hyatt Hotels Corporation; eHarmony, Inc.;

Castleton Commodities International, LLC; 99Bill Corporation; and Cuil, Inc.


Age: 46

Board Committees: Executive Committee; GCC

Other Current Public Company Directorships: Baidu, Inc.


Mr. Penner brings expertise in strategic planning, finance, and investment matters,

including prior experience as a CFO in our company’s operations in Japan, and

his service on the boards of directors of public and private companies in a variety

of industries.

The Board benefits from Mr. Penner’s retail experiences with our company’s operations

in Japan and at Walmart.com, as well as his service as our Chairman.

In addition, Mr. Penner has broad knowledge of international business, particularly

in Japan and China.

Mr. Penner brings unique technology expertise gained through both his service with

the company and as a director of various technology companies.

+ Greg Penner is the son-in-law of Rob Walton.



Steven S Reinemund


Mr. Reinemund is the retired Dean of Business and Professor of Leadership and Strategy

at Wake Forest University, a position he held from July 2008 to June 2014, and where he

continues to serve in an advisory role as an Executive-in-Residence. Prior to joining the

faculty of Wake Forest University, Mr. Reinemund had a distinguished 23-year career with

PepsiCo, Inc. (“PepsiCo”), where he served as Chairman of the Board from October 2006

to May 2007, and Chairman and CEO from May 2001 to October 2006. Prior to becoming

Chairman and CEO, Mr. Reinemund was PepsiCo’s President and Chief Operating Officer

from 1999 to 2001 and Chairman and CEO of Frito-Lay’s worldwide operations from 1996

to 1999. Mr. Reinemund has served as a director of Exxon Mobil Corporation and Marriott

International, Inc. since 2007 and Chick-fil-A, Inc. since June 2015. He previously served

as a director of American Express Company from 2007 to 2015 and Johnson & Johnson

from 2003 to 2008. Mr. Reinemund is a member of the boards of trustees of The Cooper

Institute and the U.S. Naval Academy Foundation.


Age: 68

Board Committee: CNGC; SPFC (Chair)

Other Current Public Company Directorships: Exxon Mobil Corporation; Marriott International, Inc.


Mr. Reinemund has considerable international business leadership experience gained

through his service as Chairman and CEO of a global public company, through his

service as dean of a prominent business school, and his service on the boards of

several large companies in a variety of industries.

Mr. Reinemund also brings valuable experience with large, international businesses.

In addition, Mr. Reinemund’s experience in executive leadership positions at PepsiCo

and Frito-Lay provides valuable insights to our Board regarding brand management,

marketing, finance, and strategic planning.

Kevin Y. Systrom


Mr. Systrom is the CEO and co-founder of Instagram, where he managed the company

from its founding in 2010 through a period of extremely rapid growth and through the

purchase of Instagram by Facebook, Inc. in April 2012. Under his leadership as CEO,

Instagram has continued its entrepreneurial development of a video sharing and direct

messaging product, Instagram Direct, and has grown it to hundreds of millions of active

users worldwide, making it one of the fastest growing social networks of all time. From

2006 until 2009, he was at Google Inc. and worked on large consumer products such

as Gmail and Google Calendar. Before joining Google, Mr. Systrom worked with Odeo, a

startup company that eventually became Twitter. He graduated from Stanford University

with a bachelor of science in management science and engineering with a concentration

in finance and decision analysis. While attending Stanford University, he participated in the

Mayfield Fellows Program, a high-tech entrepreneurship program.


Age: 32

Board Committees: CNGC; TeCC (Chair)



Mr. Systrom provides unique insights, experiences, and expertise in developing

impactful social networking and consumer internet products.

The Board benefits from Mr. Systrom’s successful entrepreneurial leadership in the

technology and consumer internet industries.

In addition, Mr. Systrom brings distinguished experience in the design of internationally-

recognized consumer internet products.

As the CEO of a fast-growing and complex international company, Mr. Systrom

brings valuable insights into global business, strategy, and governance.



S. Robson Walton+

Mr. Walton was the Chairman of Walmart from 1992 to June 2015 and has been a member

of the Board since 1978. Prior to becoming Chairman, he had been an officer at our

company since 1969 and held a variety of positions during his service, including Senior

Vice President, Corporate Secretary, General Counsel, and Vice Chairman. Before joining

Walmart, Mr. Walton was in private law practice as a partner with the law firm of Conner &

Winters in Tulsa, Oklahoma. In addition to his duties at Walmart, Mr. Walton is involved with

a number of non-profit and educational organizations, including Conservation International,

where he serves as Chairman of that organization’s executive committee, and the College

of Wooster, where he is an Emeritus Life Trustee for the college.


Age: 71

Board Committees: SPFC; Executive Committee; GCC



Mr. Walton brings decades of leadership experience with Walmart and his expertise

in strategic planning gained through his service on the boards and other governing

bodies of non-profit organizations.

Mr. Walton has extensive legal and corporate governance expertise gained as

Walmart’s Corporate Secretary and General Counsel and as an attorney in private

practice.

The Board benefits from Mr. Walton’s in-depth knowledge of our company, its history

and the global retail industry, all gained through more than 35 years of service on

the Board and more than 20 years of service as our company’s Chairman.

Steuart L. Walton+

Since February 2013, Mr. Walton has been the CEO and founder of Game Composites,

Ltd., a company that designs and builds small composite aircraft. Before founding Game

Composites, from June 2011 to January 2013, Mr. Walton worked in our company’s

International division as a Senior Director, International Mergers and Acquisitions. Prior

to his service at our company, he was an associate at Allen & Overy, LLP in London from

2007 to 2010, where he advised companies on securities offerings. In 2004, he served in

the offices of U.S. Senator Peter Fitzgerald. Mr. Walton is also a member of the boards of

directors of Crystal Bridges Museum of American Art, Leadership for Educational Equity,

the Smithsonian National Air and Space Museum, and the Walton Family Foundation. He

is a graduate of Georgetown University Law Center, and he holds a bachelor’s degree in

business administration from the University of Colorado, Boulder.

Joined the Board: Nominee

Age: 34

Board Committees: N/A



Mr. Walton brings broad-based and valuable international legal and regulatory

experience gained from his work on complex, international financial transactions.

Mr. Walton has a strong history and familiarity with our company and its businesses.

He also brings valuable leadership and financial insights gained from his entrepreneurial

experiences and investments.

+ Greg Penner is the son-in-law of Rob Walton; Steuart Walton is the nephew of Rob Walton; and Jim Walton and Rob Walton are brothers.

+ Steuart Walton is the son of Jim Walton and the nephew of Rob Walton.



Linda S. Wolf


Ms. Wolf is the retired Chairman and CEO of Leo Burnett Worldwide, Inc. (“Leo Burnett”),

a global advertising agency and division of Publicis Groupe S.A. Ms. Wolf served in various

positions with Leo Burnett and its predecessors from 1978 to April 2005, including as Chairman

and CEO from January 2001 until April 2005. She serves as a trustee for investment funds

advised by the Janus Capital Group Inc. and has served on the board of InnerWorkings,

Inc., a provider of managed print and promotional procurement solutions, since November

2006, and Wrapports, LLC since 2012. Among other endeavors, Ms. Wolf also serves on

the boards of the Rehabilitation Institute of Chicago, Lurie Children’s Hospital of Chicago,

The Chicago Council on Global Affairs, and the Chicago Community Trust.


Age: 68

Board Committees: CNGC (Chair); TeCC

Other Current Public Company Directorships: Innerworkings, Inc.


Ms. Wolf brings executive leadership and management experience gained as a

CEO of a global company and through her service on a variety of public company

and non-profit boards.

Ms. Wolf’s qualifications to serve on the Board also include her experience in brand

management and advertising gained through her years leading Leo Burnett.

As the former CEO of a global company, Ms. Wolf brings a valuable international

perspective to the Board.

Are there any directors not standing for reelection?

Yes. Aida Alvarez, Roger Corbett, Mike Duke, and Jim Walton, each of whom currently serves on the Board, will rotate off the

Board at the conclusion of her or his current term and will not stand for reelection at the 2016 Annual Shareholders’ Meeting.

Aida M. Alvarez


From 1997 to 2001, Ms. Alvarez was a member of President Clinton’s Cabinet as

the Administrator of the U.S. Small Business Administration (the “SBA”). She was the

founding Director of the Office of Federal Housing Enterprise Oversight from 1993 to 1997.

Ms. Alvarez was a vice president in public finance at First Boston Corporation and Bear

Stearns & Co., Inc. prior to 1993. She is the Chair of the Latino Community Foundation,

and she has served on the boards of directors of Oportun (formerly Progress Financial

Corporation) since 2011; Zoosk, Inc. since 2015; and HP Inc. since February 2016. From

2004 to 2014, Ms. Alvarez served on the boards of MUFG Americas Holdings Corporation

(formerly UnionBanCal Corporation) and MUFG Union Bank N.A. (formerly Union Bank N.A.).


Age: 66

Board Committee: CNGC; TeCC

Other Current Public Company Directorships: HP Inc.


Ms. Alvarez gained executive experience through her years in President Clinton’s

Cabinet, her executive roles at government agencies, and her leadership at a

prominent philanthropic organization.

Ms. Alvarez brings extensive knowledge of the federal government and insight into

public policy.

The Board also benefits from Ms. Alvarez’s knowledge of investment banking and

finance.

As the head of the SBA, Ms. Alvarez expanded the international role of the SBA

and developed a global agenda for the SBA.



Roger C. Corbett


Mr. Corbett is the retired CEO and Group Managing Director of Woolworths Limited, the

largest retail company in Australia, where he served from 1990 to 2006. He also is a director

and non-executive Chairman of Mayne Pharma Group Limited, an Australian pharmaceutical

company. Mr. Corbett has served as the Chairman of Firefly Health Pty Ltd (a venture capital

company dealing with monitoring devices in the area of diabetes) since December 2015

and is the Chairman-elect of Australian Leisure Holdings Group (a hotel and retail liquor

company). Until recently, he was a director of The Reserve Bank of Australia, Chairman

of Fairfax Media Limited (an Australian newspaper, magazine and internet publisher), and

Chairman of PrimeAg Australia (an Australian farming enterprise). Mr. Corbett is a former

founding director of Outback Stores and holds leadership positions on boards and advisory

councils of various industry, charitable, and non-profit organizations.


Age: 73

Board Committee: SPFC

Other Current Public Company Directorships: Mayne Pharma Group Limited


Mr. Corbett has more than 50 years of experience in the retail industry, and brings

unique financial, operational, and strategic expertise in matters facing large retail

companies.

In addition, Mr. Corbett’s leadership positions with multinational companies bring

to the Board an international retail perspective and understanding of international

markets.

Michael T. DukeMr. Duke was Walmart’s President and CEO from February 1, 2009 to January 31, 2014,

and served as Chair of the Executive Committee from February 1, 2011 to January 31,

2015, when he retired from the company. Prior to his appointment as our company’s

President and CEO, he held other positions with Walmart since July 1995, including Vice

Chairman with responsibility for Walmart International beginning in September 2005 and

Executive Vice President, President and CEO of Walmart U.S., beginning in April 2003.

Since June 2015, Mr. Duke has served on the board of directors of Chick-fil-A, Inc. and

on the board of trustees of the Georgia Tech Foundation, where he is also a Distinguished

Executive in Residence. He previously has served on the board of directors of The Consumer

Goods Forum and the boards of advisors for the University of Arkansas and the Tsinghua

University School of Economics and Management in Beijing, China. He is also a member

of the National Academy of Engineering.


Age: 66

Board Committees: SPFC



Mr. Duke brings years of executive leadership experience across multiple operating

segments of our company.

The Board benefits from Mr. Duke’s decades of experience and leadership in the

retail industry and at our company.

Mr. Duke has extensive knowledge of international markets and international

retailing.



Jim C. Walton+

Mr. Walton has been the Chairman and CEO of Arvest Bank Group, Inc., a group of banks

operating in the states of Arkansas, Kansas, Missouri, and Oklahoma since 1990. From 1982

to 2015, Mr. Walton served as Chairman of Community Publishers, Inc., which operated

newspapers in Arkansas, Missouri, and Oklahoma. In addition, Mr. Walton serves on the

boards of directors of a number of charitable and non-profit organizations.


Age: 67

Board Committee: TeCC



Mr. Walton brings to the Board his executive leadership, strategic planning, and

management experience gained through his leadership positions at the companies

described above, including in the banking industry.

Mr. Walton’s qualifications to serve on the Board include his banking and investment

expertise.

The Board benefits from Mr. Walton’s long history and familiarity with our company

and its operations gained through his service on the Board and prior service on

the SPFC.

+ Jim Walton and Rob Walton are brothers; and Steuart Walton is the son of Jim Walton.



Board Leadership Structure

As part of its annual evaluation process described below, the Board reviews its leadership structure to ensure that it is designed

to provide robust oversight and promote overall Board effectiveness. Our current Board leadership structure consists of:

Non-Executive Chairman Lead Independent Director President and CEO

Greg Penner Jim Cash Doug McMillon

Primary Responsibilities Primary Responsibilities Primary Responsibilities

Presides over meetings of the

Board and shareholders

Focuses on Board oversight and

governance matters

Provides advice and counsel to

the CEO

Liaison between Chairman and

Independent Directors

Agenda review process

Board and committee development

and evaluation

Interactions with major shareholders

Leadership of Walmart’s complex

global business

Implements strategic initiatives

Development of robust management

team

Skills and Qualifications Skills and Qualifications Skills and Qualifications

We have separated the Chairman and CEO roles since 1988. As required by our Corporate Governance Guidelines,

we separate these roles because we believe Walmart benefits

from the distinct perspectives and experiences of a separate

Chairman and CEO. By separating these roles, our CEO is able

to focus on managing Walmart’s complex daily operations and

our Chairman, who is an Outside Director, can devote his time

and attention to matters of Board oversight and governance.

Moreover, we believe this separation of roles allows the Board

to more effectively perform its risk oversight role as described

on page 31.

We have an active and engaged Lead Independent Director. Pursuant to our Corporate Governance Guidelines,

the Independent Directors annually appoint a Lead Independent

Director who presides over executive sessions of the Outside

Directors and Independent Directors and presides over Board

meetings in the Chairman’s absence.

We have had a Lead Independent Director since 2004. Dr. Cash has served in this role since 2013. In addition to the

responsibilities noted above, he also:

has authority to call meetings of the directors, including

separate meetings of the Outside Directors and

Independent Directors;

in conjunction with the Chair of the CNGC, leads the

annual Board and committee evaluation process;

in conjunction with the Chairman and the Chair of the

CNGC, actively participates in work related to overall

Board effectiveness, including Board development,

succession planning, and refreshment; and

is available, when appropriate, for consultation with major

shareholders.

Committee Chairs: Each of the Board’s key committees is led by an independent chair. These committees play a critical role in

our governance and strategy, and each committee has access to management and the authority to retain independent advisors

as it deems appropriate.

Governance Committees Strategy Committees

Tim Flynn Linda Wolf Steve Reinemund Kevin Systrom

Audit Committee Chair

Independent

CNGC Chair

Independent

SPFC Chair

Independent

TeCC Chair

Independent

Skills and Qualifications Skills and Qualifications Skills and Qualifications Skills and Qualifications

Additional information about each of the directors in our Board leadership structure may be found in the section titled “Who are

the 2016 director nominees?” on pages 15-21.



Board Committees

To enhance the effectiveness of the Board’s risk oversight

function, the Board reviews its committee structure and

committee responsibilities to ensure that the Board has an

appropriate committee structure focused on matters of strategic

and governance importance to Walmart. Currently, the Board

has six standing committees, which are described below. In

addition to the duties described below, our Board committees

perform the risk oversight functions described on page 31.

STRATEGIC PLANNING AND FINANCE COMMITTEE

Number of meetings during fiscal 2016: 5

Roles and responsibilities

Reviews global financial policies and practices and reviews and analyzes financial matters, acquisition and divestiture

transactions

Oversees long-range strategic planning

Reviews and recommends a dividend policy to the Board

Reviews the preliminary annual financial plan and annual capital plan to be approved by the Board, as well as the

company’s capital structure and capital expenditures

Members:Steve Reinemund, ChairRoger Corbett*Tim FlynnTom HortonMike Duke*Rob Walton

Sr. Leadership

Global

Regulatory

Retail

Marketing

Finance

6

6

3

3

2

1

“For fiscal 2017, the SPFC

is focused on disciplined

management of our portfolio of

assets and effective oversight

of the allocation of capital to

support our long-term strategy.

* Not standing for reelection at the 2016 Annual Shareholders’ meeting.

TECHNOLOGY AND ECOMMERCE COMMITTEE


Roles and responsibilities

Reviews matters relating to information technology, e-commerce, and innovation and oversees the integration of

Walmart’s information technology, e-commerce, and innovation efforts with Walmart’s overall strategy

Reviews and provides guidance regarding trends in technology and e-commerce and monitors overall industry trends

Members:Kevin Systrom, ChairAida Alvarez*Jim Cash Pam CraigMarissa MayerLinda WolfJim Walton*

Sr. Leadership

Global

Finance

Tech

Regulatory

Retail

Marketing

6

5

4

4

3

2

1

“The TeCC is excited about the

company’s strategy to be the

first retailer to provide a seamless

digital customer experience at

scale.

* Not standing for reelection at the 2016 Annual Shareholders’ meeting.

” – Kevin Systrom

– Steve Reinemund”



AUDIT COMMITTEE


Roles and Responsibilities Reviews and approves the financial statements and oversees the financial reporting policies, procedures, and internal controls

Responsible for the appointment, compensation, and oversight of the independent accountants

Pre-approves audit, audit-related, and non-audit services to be performed by Walmart’s independent accountants

Reviews and approves any related person transactions and other transactions subject to our Transaction Review Policy

Reviews risk management policies and procedures, as well as policies, processes, and procedures regarding compliance with

applicable laws and regulations, as well as Global Statement of Ethics and Code of Ethics for the CEO and Senior Financial Officers

Oversees internal investigatory matters, including the internal investigation into alleged violations of the FCPA and other alleged

crimes or misconduct#

Oversees Walmart’s enhanced global compliance program

Oversees the company’s internal audit function

Members: *Tim Flynn, ChairJim CashPam CraigTom Horton

Global

Finance

Sr. Leadership

Regulatory

Tech

4

4

2

2

2

“The skills and experience of the

Audit Committee are well suited to

support our risk oversight function

in the context of our company’s

long-term strategy.

* Independence and financial literacy: The Board has determined that each member of the Audit Committee is independent as defined by the Exchange Act,

the SEC’s rules, and the NYSE Listed Company Rules. Each Audit Committee member is financially literate as required by NYSE Listed Company Rules, and

is an “audit committee financial expert” as defined in the SEC’s rules. # For more information about the Audit Committee’s role with respect to the FCPA investigation, see “Director Compensation” on page 36.

COMPENSATION, NOMINATING AND GOVERNANCE COMMITTEE


Roles and responsibilities In consultation with the CEO, approves compensation of Executive Officers other than the CEO, and reviews compensation of

other senior officers

Reviews and approves the compensation of the CEO and recommends to the Board the compensation of the Outside Directors

Sets performance measures and goals and verifies the attainment of performance goals under our incentive compensation plans

Reviews compensation and benefits issues

Oversees corporate governance issues and makes recommendations to the Board

Identifies, evaluates, and recommends candidates for nomination to the Board

Reviews and makes recommendations to the Board regarding director independence

Reviews and advises management on social, community, and sustainability initiatives, as well as legislative affairs and public

policy engagement

Oversees the management development, succession planning, and retention practices for Executive Officers and senior leaders

Members: *Linda Wolf, ChairAida Alvarez(1)

Marissa MayerSteve ReinemundKevin Systrom

Sr. Leadership

Global

Marketing

Tech

Regulatory

Finance

5

5

4

2

1

1

“The CNGC continues to

focus on monitoring alignment

between our compensation

programs, performance,

and strategy, as well as the

overall effectiveness of our

Board and management.

* Independence: The Board has determined that each member of the CNGC is independent as defined by the Exchange Act, the SEC’s rules, and the NYSE Listed Company Rules,

is an outside director as defined in Section 162(m) of the Internal Revenue Code, and is a “non-employee director” as defined in the SEC’s rules.(1) Not standing for reelection at the 2016 Annual Shareholders’ Meeting

” – Tim Flynn

” – Linda Wolf



The remaining two standing committees of the Board are responsible for various administrative matters.

GLOBAL COMPENSATION COMMITTEE EXECUTIVE COMMITTEE


Roles and Responsibilities Administers Walmart’s equity and cash incentive

compensation plans for Associates who are not

directors or Executive Officers

Number of meetings during fiscal 2016: 0*

Roles and responsibilities Implements policy decisions of the Board

Acts on the Board’s behalf between Board meetings

Members:

Doug McMillon, ChairGreg PennerRob Walton

Members:Doug McMillon, Chair Jim CashGreg PennerRob Walton

*The Executive Committee acted by unanimous written consent 11 times

during fiscal 2016. The Board reviewed each unanimous written consent of the

Executive Committee during fiscal 2016 and ratified each of them.

Governing Documents. Each standing committee of the

Board has a written charter, which sets forth the roles and

responsibilities of the Board committee. In addition, the

Board has adopted Corporate Governance Guidelines, as

more specifically described below. The committee charters

and the Corporate Governance Guidelines, provide the

overall framework for our corporate governance practices.

The CNGC and the Board review the Corporate Governance

Guidelines, and the CNGC, the Board, and each Board

committee review the Board committee charters at least

annually to determine whether any updates or revisions to

these documents may be necessary or appropriate. Our

Corporate Governance Guidelines address, among other

topics:

Board size, structure, and composition;

the Board leadership structure, including the separation of

the Chairman and CEO roles and the selection, role, and

responsibilities of the Lead Independent Director;

the committees of the Board;

stock ownership guidelines;

the Board’s commitment to diversified membership;

management development and succession planning,

diversity initiatives, and long-term strategic planning;

the directors’ full and free access to officers, other Associates

of the company, and the company’s outside advisors;

director compensation;

director orientation and continuing education;

the annual review of the CEO’s performance by the CNGC

and the Board; and

annual Board and Board committee self-evaluations.

Our Board and Board committee governance documents,

including the Board committee charters, the Corporate

Governance Guidelines, and other key corporate

governance documents are available to our shareholders:

on our corporate website at http://stock.walmart.com/

corporate-governance/governance-documents; or

in print at no charge to any shareholder who requests

a copy by writing to our Global Investor Relations

Department at: Wal-Mart Stores, Inc., Global

Investor Relations Department, 702 Southwest 8th

Street, Bentonville, Arkansas 72716-0100.

You may also access and review the following additional

corporate governance documents at http://stock.walmart.

com/corporate-governance/governance-documents:

Amended and Restated Bylaws;

Code of Ethics for the CEO and Senior Financial

Officers*;

Global Statement of Ethics;

Procedures for Accounting and Audit-Related

Complaints;

Investment Community Communications Policy;

Fair Disclosure Procedures;

Global Anti-Corruption Policy;

Government Relations Policy; and

Privacy Policy.

*Walmart’s Code of Ethics for the CEO and Senior Financial Officers supplements Walmart’s

Global Statement of Ethics, which is applicable to all directors, Executive Officers, and

Associates and is also available at www.walmartethics.com. A description of any substantive

amendment or waiver of Walmart’s Code of Ethics for the CEO and Senior Financial Officers

or Walmart’s Global Statement of Ethics granted to Executive Officers or directors will be

disclosed on our corporate website (http://stock.walmart.com/corporate-governance/

governance-documents) for a period of 12 months after the date of the amendment or

waiver. There were no substantive amendments to or waivers of Walmart’s Code of Ethics

for the CEO and Senior Financial Officers or Walmart’s Global Statement of Ethics granted

to Executive Officers or directors during fiscal 2016.



Board Meetings and Director Attendance

The Board held a total of 6 meetings during fiscal 2016. During

fiscal 2016, each director attended 75% or more of the aggregate

number of Board meetings and meetings of Board committees

on which he or she served. As a whole, during fiscal 2016,

our directors attended approximately 98% of the aggregate

number of Board meetings and meetings of Board committees

on which they served, and 9 of the 11 incumbent director

nominees standing for reelection had perfect attendance. The

Outside Directors and Independent Directors met regularly

in executive sessions, with the Lead Independent Director

chairing those sessions.

Board Attendance at Annual Shareholders’ Meetings

The Board has adopted a policy stating that all directors

are expected to attend the company’s annual shareholders’

meetings. While the Board understands that there may be

situations that prevent a director from attending an annual

shareholders’ meeting, the Board encourages all directors

to make attendance at all annual shareholders’ meetings a

priority. Fourteen Board members attended the 2015 Annual

Shareholders’ Meeting, including all director nominees named

in this proxy statement who were members of the Board at the

time of the 2015 Annual Shareholders’ Meeting.

Communicating with the Board

The Board welcomes feedback from shareholders and other

interested parties. There are a number of ways that you can

contact the Board or individual members of the Board.

Name of Director(s) or Board of Directors

c/o Gordon Y. Allison, Vice President and

General Counsel, Corporate Division

Wal-Mart Stores, Inc.

702 Southwest 8th Street

Bentonville, Arkansas 72716-0215

Via email:

the entire Board at [email protected];

the Independent Directors at

[email protected];

the Outside Directors at

[email protected]; or

any individual director, at the full name of the

director as listed under “Proposal No.1 – Election

of Directors” followed by “@wal-mart.com.” For

example, our Chairman, Gregory B. Penner, may

be reached at [email protected].

Our company receives a large volume of correspondence

regarding a wide range of subjects each day, including

correspondence relating to ordinary store operations and

merchandise in our stores. As a result, our individual directors

are often not able to respond to all communications directly.

Therefore, the Board has established a process for managing

communications to the Board and individual directors.

Communications directed to the Board or individual directors

are reviewed to determine whether, based on the facts and

circumstances of the communication, a response on behalf of

the Board or an individual director is appropriate. If a response

on behalf of the Board or an individual director is appropriate,

Walmart management may assist the Board or individual director

in gathering all relevant information and preparing a response.

Communications related to day-to-day store operations,

merchandise, and similar matters are typically directed to an

appropriate member of management for a response. Walmart

maintains records of communications directed to the Board

and individual directors, and these records are available to our

directors at any time upon request.

Shareholders wishing to recommend director candidates

for consideration should do so in writing to the address

set forth above. The recommendation should include the

candidate’s name and address, a resume or curriculum vitae

that demonstrates the candidate’s experience, skills, and

qualifications, and other relevant information for the Board’s

consideration. All director candidates recommended by

shareholders will be evaluated by the CNGC on the same

basis as any other director candidates.



Board Evaluations and Board Effectiveness

Evaluation Process. The Board is committed to continuous

improvement, and Board and Board committee evaluations are

an important tool for promoting effectiveness. This evaluation

process currently includes:

Questionnaires – each director completes a detailed

questionnaire. Topics covered include, among others:

– The effectiveness of the Board’s leadership structure

and the Board committee structure;

– Board and committee skills, composition, diversity, and

succession planning;

– Board culture and dynamics, including the effectiveness of

discussion and debate at Board and committee meetings;

– The quality of Board and committee agendas and the

appropriateness of Board and committee priorities; and

– Board/management dynamics, including the quality of

management presentations and information provided

to the Board and committees.

Individual director interviews – each director participates

in a confidential, open-ended, one-on-one interview to solicit

input and perspective on Board and committee effectiveness.

Senior management questionnaires and interviews –

Since fiscal 2014, members of Walmart’s senior executive

team have also completed brief, anonymous questionnaires

and participated in confidential, one-on-one interviews

designed to solicit management’s perspective on the Board’s

effectiveness, engagement, and the dynamic between the

Board and management.

The evaluation process is led by our Lead Independent Director

and the Chair of the CNGC. In 2016, the Board engaged a

third party consulting firm to assist with the evaluation process.

Action Items. These evaluations have consistently found that

the Board and Board committees are operating effectively. Over

the past few years, this evaluation process has contributed

to various refinements in the way the Board and committees

operate, including:

reducing the size of the Board to promote engagement and

input into our strategic decisionmaking;

changing committee assignments so that Independent

Directors sit on one “strategy” committee and one

“governance” committee;

ensuring that Board and committee agendas are appropriately

focused on strategic priorities and provide adequate time

for director input;

additional responsibilities for our Lead Independent Director,

including active participation in the agenda-setting process

for the Board and committees; and

increased focus on continuous Board succession planning

and Board refreshment.

Board Refreshment and Succession Planning

The CNGC is responsible for identifying and evaluating potential

director candidates, for reviewing the composition of the Board

and Board committees, and for making recommendations

to the full Board on these matters. Throughout the year, the

CNGC actively engages in Board succession planning, taking

into account the following considerations:

Input from Board discussions and from the Board and Board committee evaluation process regarding the

specific backgrounds, skills, and experiences that would

contribute to overall Board and committee effectiveness; and

The future needs of the Board and Board committees

in light of the Board’s tenure policies, Walmart’s strategy, and

the skills and qualifications of directors who are expected

to retire in the future.

Board/CommitteeEvaluations

DirectorRecruitment

DirectorOnboarding

Tailored onboarding

enables new directors

to contribute quickly

Identify skill sets that

would enhance Board

effectiveness

Allow Board to

anticipate future

Board turnover

Identify top director

talent with desired

background and skill sets

Director TenurePolicies



The Board believes that a mix of longer-tenured directors and newer directors with fresh perspectives contributes to an effective

Board. In order to promote thoughtful Board refreshment, the Board has adopted the following retirement policies for Independent

Directors, as set forth in Walmart’s Corporate Governance Guidelines:

Term Limit Independent Directors are expected to commit to at least six years of service, and

may not serve for more than 12 years.

Retirement Age Unless they have not yet completed their initial six-year commitment, Independent

Directors may not stand for reelection after age 75.

The Board may make exceptions to these retirement policies if

circumstances warrant. For example, the Board could extend

the term limit or retirement age for an individual director with

particular skills or qualifications that are valuable to the Board’s

effectiveness until a suitable replacement is found. Similarly,

an Independent Director may retire before serving 12 years

in order to avoid excessive turnover on the Board or a Board

committee in a short period of time. The Board believes that

these policies have helped to provide discipline to the Board

refreshment process, and have resulted in a diverse Board

with an effective mix of skills, experiences, and tenures, as

shown on page 9.

As a part of the process of identifying potential director

candidates, the CNGC may consult with other directors and

senior officers and may engage a search firm to assist in

the process. If the CNGC decides to proceed with further

consideration of a potential candidate, the Chair of the CNGC

and other members of the CNGC, as well as other members

of the Board, may interview the candidate. The CNGC then

may recommend that the full Board appoint or nominate the

candidate for election to the Board.

Steuart Walton is standing for election to the Board for the

first time at the 2016 Annual Shareholders’ Meeting, and

was recommended by members of the Walton family who

beneficially own more than 5% of our outstanding Shares,

including Rob Walton and Jim Walton, who are Outside Directors.

Historically, three members of the Walton family have been

members of our Board, which the CNGC and Board believe is

appropriate given the Walton family’s significant and long-term

Share ownership. With Jim Walton not being nominated for

reelection, the Walton family recommended Steuart Walton for

nomination in the context of the Board’s succession planning

process and in light of Steuart Walton’s skills and qualifications

described on page 20.

Director Onboarding and Engagement with the BusinessAll directors are expected to invest the time and energy required

to quickly gain an in-depth understanding of our business and

operations in order to enhance their strategic value to our Board.

Shortly after joining our Board, each new director is partnered

in a mutual mentoring relationship with a member of senior

management, and each new director has “learn the business”

meetings with the leaders of key operational and corporate

support functions. Typically, at least one Board meeting each

year is held at a location away from our home office, usually in

a market in which we operate. In connection with these Board

meetings, our directors learn more about the local market and

our business in that market through meetings with our business

leaders in the markets, visits to our stores and other facilities

in the local market, and visits to the stores of our competitors.

We also typically hold one Board meeting per year at our Global

eCommerce headquarters in San Bruno, California, where our

Board members participate in intensive sessions focused on our

e-commerce strategies and operations. Our Board members

also participate in other company activities and engage directly

with our Associates at a variety of events throughout the year.

Activities and events that members of our Board participated

in since the beginning of fiscal 2015 include:

attending Walmart leadership meetings and traveling with

senior business leaders on trips to domestic and international

markets;

attending a summit of our CFOs from our worldwide markets

and speaking at a global governance summit;

speaking at various diversity and inclusion events held at

our home office in Bentonville, Arkansas; and

attending and speaking at meetings of Walmart business

segments, divisions, and corporate support departments.

Management Development and Succession PlanningOur Board places a high priority on senior management

development and succession planning. The CNGC has primary

responsibility for overseeing the succession planning and

retention practices for our Executive Officers and other senior

leaders. Executive Officer succession planning and senior

management development is a regular topic on the agendas

for the meetings of the CNGC. At these meetings, the members

of our CNGC, in consultation with our CEO, our Executive Vice

President – Global People, and others as the CNGC may deem

appropriate, engage in comprehensive deliberations regarding

the development and evaluation of current and potential senior

leaders, as well as the development of executive succession

plans, including succession plans for our CEO position. This

process has contributed to two successful CEO transitions

since 2009. The Board has also separately developed a CEO

succession planning process to address unanticipated events

and emergency situations.



The Board’s Role in Risk Oversight

Taking reasonable and responsible risks is an inherent part of

Walmart’s business and is critical to our continued innovation,

growth, and achievement of our strategic objectives. The Board

and the Board committees play an active role in overseeing the

management of the most significant risks that could impact

the company’s operations.

The Board does not view risk in isolation, but instead considers

risk in conjunction with its oversight of the company’s strategy

and operations. The company’s internal processes and internal

control environment facilitate the identification and management

of risk by the company’s management, the Board committees,

and the Board.

The open communication between the company’s management

and the Board and the Board committees, and between the

Board and the chairs and the other members of the Board

committees, enables the Board, Board committees, and

management to coordinate the risk oversight role in a manner

that serves the long-term interests of the company and our

shareholders.

Additional information regarding the roles and responsibilities of

our Board committees can be found under “Board Committees”

beginning on page 25.

Audit Committee

Key risks overseen

Compensation, Nominating and

Governance Committee

Key risks overseen

Technology and eCommerceCommittee

Key risks overseen

Strategic Planning and FinanceCommittee

Key risks overseen

BOARD OVERSIGHT

MA

NA

GE

ME

NT

BO

AR

D

MANAGEMENT OVERSIGHT



Oversight of the Company’s Strategies for Legislative Affairs, Public Policy Engagement, Charitable Giving, and Sustainability

Pursuant to its charter, the CNGC reviews and advises

management regarding the company’s legislative affairs and

public policy engagement strategy, as well as the company’s

charitable giving strategy and the company’s social, community,

and sustainability initiatives. Walmart engages in the political

process when we believe that doing so will serve the best

interests of the company and our shareholders. Walmart is

committed to engaging in the political process as a good

corporate citizen and in a manner that complies with all

applicable laws. Over the years, Walmart has provided greater

transparency regarding the company’s political engagement.

In 2015, we compiled lobbying disclosure information from

our U.S. state-level public filings and presented them on our

corporate website, and in 2016 we will also include on our

corporate website the lobbying expense from our public filings

at the U.S. federal level.

Global Responsibility Report

Since 2007, our company has prepared and produced a

report describing our company’s progress and initiatives

regarding sustainability and other environmental, social,

and governance (“ESG”) matters. For the most recent

information regarding Walmart’s engagement in the

political process, as well as other ESG matters, please see

our most recent Global Responsibility Report, available

at http://corporate.walmart.com/global-responsibility/.

Walmart’s Government Relations Policy is also available at

http://corporate.walmart.com/government-relations-policy.

Shareholder Outreach and Engagement

We recognize the value of listening and taking into account

the views of our shareholders, and the relationship with our

shareholders is an integral part of our corporate governance

practices. We conduct shareholder outreach throughout the

year to ensure that management and the Board understand

and consider the issues of importance to our shareholders and

are able to address them appropriately. During fiscal 2016, at

the direction of the CNGC, senior leaders and subject matter

experts from the company met with representatives at many

of our top institutional shareholders and leading proxy advisory

firms to discuss Walmart’s strategy, governance practices,

executive compensation, compliance programs, and other

ESG related matters. Members of our Board participated

in some of these meetings. Management reports regularly

to the CNGC about these meetings, including feedback on

these diverse topics and concerns raised by our shareholders.

We are continuing this program of shareholder engagement

during fiscal 2017, in addition to our customary participation at

industry and investment community conferences, investor road

shows, and analyst meetings. We also have incorporated into

this proxy statement some of the feedback we received during

these meetings. We also respond to individual shareholders

who provide feedback about our business. We have had

success engaging with parties to understand shareholder

concerns and reaching resolutions on issues that are in the

best interests of our shareholders, and we remain committed

to these ongoing initiatives.

Active Ongoing Shareholder Engagement

Board members, senior leaders and/or subject

matter experts actively solicit feedback from our large

shareholders on strategy, governance, compensation,

and other topics. During fiscal 2016, we met with more

than half of our 50 largest institutional shareholders.

The CNGC receives regular reports on this engagement.

We welcome feedback from all shareholders, who

can contact our Global Investor Relations team by:

– calling 1-479-273-6463

– emailing [email protected]

– using Walmart’s Global Investor Relations app,

available for free in iTunes and Google Play

– visiting http://stock.walmart.com



Director Independence

A majority of our directors must be independent in

accordance with the independence requirements set forth

in the NYSE Listed Company Rules. In addition, the Audit

Committee and the CNGC must be composed solely of

directors who meet additional, heightened independence

standards applicable to members of audit committees

and compensation committees under the NYSE Listed

Company Rules and the SEC’s rules.

In making independence determinations, the Board complies

with all NYSE and SEC criteria and considers all relevant facts

and circumstances. Under the NYSE Listed Company Rules,

to be considered independent:

the director must not have a disqualifying relationship, as

set forth in the NYSE Listed Company Rules; and

the Board must affirmatively determine that the director otherwise

has no direct or indirect material relationship with our company.

To aid in the director independence assessment process,

the Board has adopted materiality guidelines that identify

the following categories of relationships that the Board has

determined will generally not affect a director’s independence.

Materiality Guideline DescriptionOrdinary Retail Transactions

The director, an entity with which a director is affiliated, or one or more members of the director’s immediate family, purchased property or services from Walmart in retail transactions on terms generally available to Walmart Associates during Walmart’s last fiscal year.

Immaterial Ownership The director or one or more members of the director’s immediate family owns or has owned during the entity’s last fiscal year, directly or indirectly, 5% or less of an entity that has a business relationship with Walmart.

Immaterial Transactions The director or one or more members of the director’s immediate family owns or has owned during the entity’s last fiscal year, directly or indirectly, more than 5% of an entity that has a business relationship with Walmart so long as the amount paid to or received from Walmart during the entity’s last fiscal year accounts for less than $1,000,000 or, if greater, 2% of the entity’s consolidated gross revenues for that entity’s last fiscal year.

The director or a member of the director’s immediate family is or has been during the entity’s last fiscal year an executive officer or employee of an entity that made payments to, or received payments from, Walmart during the entity’s last fiscal year that account for less than $1,000,000 or, if greater, 2% of the entity’s consolidated gross revenues for that entity’s last fiscal year.

Immaterial Positions The director or one or more members of the director’s immediate family is a director or trustee or was a director or trustee (but not an executive officer or employee) of an entity during the entity’s last fiscal year that has a business or charitable relationship with Walmart and that made payments to, or received payments from, Walmart during the entity’s last fiscal year in an amount representing less than $5,000,000 or, if greater, 5% of the entity’s consolidated gross revenues for that entity’s last fiscal year.

Walmart paid to, employed, or retained one or more members of the director’s immediate family for compensation not exceeding $120,000 during Walmart’s last fiscal year.

Immaterial Benefits The director or one or more members of the director’s immediate family received from Walmart, during Walmart’s last fiscal year, personal benefits having an aggregate value of less than $5,000.

In April 2016, the Board and the CNGC conducted their annual

review of directors’ responses to a questionnaire soliciting

information regarding their direct and indirect relationships with

the company (and the directors’ immediate family members’

direct and indirect relationships with the company) and other

relationships that may be relevant to independence, as well

as due diligence performed by management regarding any

transactions, relationships, or arrangements between the

company and the directors or parties related to the directors.

As a result of this review, the Board has determined that the

following director nominees are Independent Directors under the

independence standards set forth in the NYSE Listed Company

Rules: James I. Cash, Jr.; Pamela J. Craig; Timothy P. Flynn;

Thomas W. Horton; Marissa A. Mayer; Steven S Reinemund;

Kevin Y. Systrom; and Linda S. Wolf. The Board has also

determined that Aida M. Alvarez and Roger C. Corbett, who

are not standing for reelection at the 2016 Annual Shareholders’

Meeting, are Independent Directors. In addition, the Board

determined that the currently serving members of the Audit

Committee and the CNGC meet the heightened independence

standards for membership on those Board committees. The

Board also determined that Douglas N. Daft, who did not

stand for reelection at the 2015 Annual Shareholders’ Meeting

and, therefore, ceased to be a director of Walmart on June 5,

2015, was independent and met the heightened independence

standards for CNGC membership during the portion of fiscal

2016 during which he served on the Board.



In making its determination as to the independence of our

Independent Directors, the Board considered whether any

relationship between a director and Walmart is a material

relationship based on the materiality guidelines discussed

above, the facts and circumstances of the relationship, the

amounts involved in the relationship, the director’s interest

in such relationship, if any, and such other factors as the

Board, in its judgment, deemed appropriate. In each case, the

Board found the relationship with our Independent Directors

to be immaterial to the director’s independence. The types of

relationships considered by the Board are noted below:

Relationship Type DirectorThe director was an officer of a Walmart vendor or service provider Ms. Mayer

Mr. Systrom

Immediate family members of the director were employees or officers of Walmart vendors or service providers Ms. AlvarezMr. CorbettMs. CraigMr. DaftMr. FlynnMr. ReinemundMs. Wolf

The director was a director or trustee of a Walmart vendor or service provider Ms. AlvarezDr. CashMr. CorbettMs. CraigMr. FlynnMs. MayerMr. Reinemund

The aggregate amounts involved in each of the relationships

and transactions described in the preceding table were less

than $1 million or, if greater, 1% of the consolidated gross

revenues for the entity’s last fiscal year, with the exception of

certain relationships involving Mr. Corbett and Mr. Reinemund.

Mr. Corbett served as a director of a Walmart vendor that

received payments from Walmart during the entity’s last fiscal year

in an amount that was less than 3% of that entity’s consolidated

gross revenues for that entity’s last fiscal year. In light of these

facts, the Board determined that this relationship was not

material to Mr. Corbett’s independence. In addition, immediate

family members of Mr. Corbett and Mr. Reinemund are or

were employed by or had a less than 5% indirect ownership

interest in (but are not executive officers of) a Walmart supplier

or vendor that received payments from Walmart during the

entity’s last fiscal year that account for more than 2% of the

entity’s consolidated gross revenues for that entity’s last fiscal

year. The Board determined these relationships were immaterial

to each director’s independence because in each case neither

the director nor the immediate family member: (i) is or was not

an executive officer of the entity; (ii) is or was not involved in

the negotiation of transactions or the business relationship

between Walmart and the entity; (iii) does or did not receive

compensation from the entity based on the marketing or sale

of the entity’s goods or services to Walmart; and (iv) did not

have his or her advancement within such entity based on the

marketing or sale of the entity’s goods or services to Walmart.

Further, the payments made by Walmart to the entities, or

by the entities to Walmart, were for various products and

services in the ordinary course of business, and Walmart has

had a relationship with these entities for many years prior to

the directors’ immediate family members’ employment with

these entities.

In their determination of Ms. Mayer’s independence, the Board

and the CNGC considered Ms. Mayer’s positions as the chief

executive officer, president, and a member of the board of directors

of Yahoo!. During fiscal 2016, Walmart paid Yahoo! for advertising

space on Yahoo!’s websites and Yahoo! made ordinary course

purchases from Walmart in amounts that account for less than 1%

of Yahoo!’s 2015 revenues and Walmart’s fiscal 2016 revenues.

Walmart anticipates that it will purchase advertising space on

Yahoo!’s websites and will sell goods in the ordinary course to

Yahoo! in fiscal 2017. Ms. Mayer was not involved in any transaction

between Walmart and Yahoo! and did not have a direct or indirect

material interest in any transaction between Walmart and Yahoo!.

Based on the Board’s consideration of Ms. Mayer’s positions at

Yahoo! and the other factors relating to the transactions between

Walmart and Yahoo!, the Board determined that Ms. Mayer’s

interest in Yahoo! did not give rise to a material relationship that

would impair Ms. Mayer’s independence.

The Board and the CNGC concluded that each of the

Independent Directors does not currently have, and has not had

during any pertinent period, any relationship that: (i) constitutes

a disqualifying relationship under the NYSE Listed Company

Rules; (ii) otherwise compromises the independence of such

directors; or (iii) otherwise constitutes a material relationship

between Walmart and the directors.



Related Person Transactions

Our company’s Legal Department reviews each transaction

in which the company and any director, director nominee,

Executive Officer, shareholder beneficially owning more than

five percent of Walmart’s outstanding shares, or any immediate

family member of any such person has or will have an interest

if the amount involved in the transaction exceeds $120,000.

The purpose of this review is to determine whether the related

person has a direct or indirect material interest in the transaction.

Our Legal Department has developed and implemented

processes and controls for obtaining information about proposed

or existing related person transactions from our directors, director

nominees, Executive Officers, and principal shareholders. The

Legal Department analyzes each related person transaction

and, based upon the facts and circumstances, determines of

whether the related person has or will have a material interest

in the transaction. If so, consistent with and pursuant to the

company’s Transaction Review Policy, the related person

transaction is presented to the Audit Committee for its review

and approval or ratification. As also described under “Transaction

Review Policy” on page 81, when reviewing a related person

transaction the Audit Committee considers the following factors:

the nature of the related person’s interest in the transaction;

the substantive terms of the transaction, including the type

of transaction and the amount involved;

opinions from the company’s internal audit function and

global ethics office regarding the fairness of the transaction

to our company; and

any other factors the Audit Committee deems appropriate.

We disclose in this proxy statement all transactions in which a

related person has been determined to have a material interest

and the amount involved exceeds $120,000 that are required

to be disclosed under SEC rules. Walmart believes that the

terms of the transactions described below are comparable

to terms that would have been reached by unrelated third

parties in arm’s-length transactions. The Audit Committee has

approved each of the transactions disclosed below.

Dr. G. David Gearhart, who was the Chancellor of the

University of Arkansas at Fayetteville (the “University”) through

July 31, 2015, is the brother of Jeffrey J. Gearhart, an

Executive Officer. During fiscal 2016, Walmart paid the

University approximately $1.9 million, including approximately

$0.9 million for the use of facilities of the University in

connection with Walmart’s 2015 Annual Shareholders’

Meeting, the meetings of Associates held during the week

of the 2015 Annual Shareholders’ Meeting, and other

meetings and events during fiscal 2016, and approximately

$0.9 million for grants. Walmart expects that in fiscal 2017

it will continue to use University facilities for similar events

and may make grants to the University.

Lori Haynie, the sister of C. Douglas McMillon, a director of

Walmart and an Executive Officer, is an executive officer of

Mahco, Incorporated (“Mahco”). During fiscal 2016, Walmart

paid Mahco and its subsidiaries approximately $27.3 million

in connection with Walmart’s purchases of sporting goods

and related products. Walmart expects to purchase similar

types of products from Mahco during fiscal 2017.

During fiscal 2016, a banking corporation that is collectively

owned by Mr. Jim C. Walton, Mr. S. Robson Walton, and

the John T. Walton Estate Trust, and certain of that banking

corporation’s bank subsidiaries made payments to Walmart

in the aggregate amount of approximately $0.5 million for

supercenter, discount store, and Neighborhood Market

banking facility rent pursuant to negotiated arrangements. The

banking corporation and its affiliates made other payments to

Walmart pursuant to similar arrangements that were awarded

by Walmart on a competitive-bid basis. The leases of banking

facility space in various stores remain in effect, and we anticipate

that in fiscal 2017 such banking corporation and its affiliates

will pay Walmart approximately $0.4 million pursuant to those

leases not awarded on a competitive-bid basis.

Stephen P. Weber, a director in Walmart’s Information

Systems Division, is the son-in-law of Michael T. Duke,

a member of the Board. For fiscal 2016, Walmart paid

Mr. Weber a salary of approximately $132,000, an annual

incentive payment of approximately $27,100, and other

benefits totaling approximately $15,000 (including Walmart’s

matching contributions to Mr. Weber’s 401(k) Plan account

and health insurance premiums). In fiscal 2016, Mr. Weber

also received a grant of 434 restricted stock units having

a value of approximately $35,000 at the date of grant.

Mr. Weber continues to be an Associate, and, in fiscal 2017,

he may receive compensation and other benefits in amounts

similar to or greater than those he received during fiscal 2016.

Greg T. Bray, a senior director in Walmart’s Finance

department, is the brother-in-law of C. Douglas McMillon,

a director of Walmart and an Executive Officer. For fiscal 2016,

Walmart paid Mr. Bray a salary of approximately $200,200,

an annual incentive payment of approximately $61,550, and

other benefits totaling approximately $21,200 (including

Walmart’s matching contributions to Mr. Bray’s 401(k) Plan

account and health insurance premiums). In fiscal 2016,

Mr. Bray also received a grant of 743 restricted stock units

with a value of approximately $60,000 at the date of grant.

Mr. Bray continues to be an Associate, and in fiscal 2017,

he may receive compensation and other benefits in amounts

similar to or greater than those he received during fiscal 2016.

Nichole R. Bray, a director in the company’s Information

Systems Division, is the sister-in-law of C. Douglas McMillon,

a director of Walmart and an Executive Officer. For fiscal

2016, Walmart paid Ms. Bray a salary of approximately

$133,500, an annual incentive payment of approximately

$27,000, and other benefits totaling approximately $19,000

(including Walmart’s matching contributions to Ms. Bray’s

401(k) Plan account and health insurance premiums). In

fiscal 2016, Ms. Bray also received a grant of 434 restricted

stock units having a value of approximately $35,000 at the



date of grant. Ms. Bray continues to be an Associate, and

in fiscal 2017, she may receive compensation and other

benefits in amounts similar to or greater than those she

received during fiscal 2016.

Timothy K. Togami, who was a senior director in Walmart’s

Human Resources department through June 4, 2015, is the

brother-in-law of Rollin L. Ford, an Executive Officer. For fiscal

2016, Walmart paid Mr. Togami a salary of approximately

$67,000, an annual incentive payment of approximately

$43,300, and other benefits totaling approximately $11,100

(including Walmart’s matching contributions to Mr. Togami’s

401(k) Plan account and health insurance premiums). In fiscal

2016, Mr. Togami also received a grant of 607 restricted


date of grant. Mr. Togami is no longer an Associate, and, in

fiscal 2017, he is not expected to receive any compensation

or other benefits from Walmart.

Jessica R. Salmon, a senior manager in Walmart’s Finance

department, is the daughter of Rollin L. Ford, an Executive

Officer. For fiscal 2016, Walmart paid Ms. Salmon a salary

of approximately $99,600, an annual incentive payment

of approximately $29,300, and other benefits totaling

approximately $10,700 (including Walmart’s matching

contributions to Ms. Salmon’s 401(k) Plan account and

health insurance premiums). In fiscal 2016, Ms. Salmon also

received a grant of 310 restricted stock units having a value

of approximately $25,000 at the date of grant. Ms. Salmon

continues to be an Associate, and in fiscal 2017, she may

receive compensation and other benefits in amounts similar

to or greater than those she received during fiscal 2016.

Brian Salmon, a senior buyer at Walmart, is the son-in-law of

Rollin L. Ford, an Executive Officer. For fiscal 2016, Walmart

paid Mr. Salmon a salary of approximately $107,600, an

annual incentive payment of approximately $20,850, and

other benefits totaling approximately $10,200 (including

Walmart’s matching contributions to Mr. Salmon’s 401(k)

Plan account, and health insurance premiums). In fiscal

2016, Mr. Salmon also received a grant of 310 restricted


date of grant. Mr. Salmon continues to be an Associate,

and in fiscal 2017, he may receive compensation and

other benefits in amounts similar to or greater than those

he received during fiscal 2016.

Brittney Duke, a senior director in Walmart’s Marketing

department, is the daughter of Michael T. Duke, a

director of Walmart. For fiscal 2016, Walmart paid

Ms. Duke a salary of approximately $216,000, a

signing bonus of $15,000, and other benefits totaling

approximately $6,300 (including Walmart’s contributions

to Ms. Duke’s health insurance premiums). In fiscal 2016,

Ms. Duke also received a grant of 832 restricted stock units

having a value of approximately $60,000 at the date of

grant. Ms. Duke continues to be an Associate, and in fiscal

2017, she may receive compensation and other benefits

in amounts similar to or greater than those she received

during fiscal 2016.

Director Compensation

Walmart’s compensation program for Outside Directors is

intended to:

provide fair compensation commensurate with the work

required to serve on the Board of a company with Walmart’s

size, scope, and complexity;

align directors’ interests with the interests of Walmart

shareholders; and

be easy to understand and communicate, both to our

directors and to our shareholders.

Components of Director CompensationOur Outside Director compensation program consists of the following primary components:

Who is Eligible Component Annual Amount Form of Payment

Base Compensation – All Outside DirectorsAnnual Stock Grant $175,000 Shares

Annual Retainer $ 90,000 Cash

Additional Fees – Some Outside Directors

Non-Executive Chairman Retainer $200,000 50% Shares/50% Cash

Lead Independent Director Retainer $ 30,000 Cash

Audit and CNGC Chair Retainers $ 25,000 Cash

SPFC and TeCC Chair Retainers $ 20,000 Cash



Other CompensationEach Outside Director who attends in person a Board meeting

held at a location that requires intercontinental travel from

his or her residence is paid an additional $4,000 meeting

attendance fee. Finally, each member of the Audit Committee

received an additional fee during fiscal 2016. Since 2011, the

Audit Committee has been conducting an internal investigation

into, among other things, alleged violations of the U.S. Foreign

Corrupt Practices Act (the “FCPA”) and other alleged crimes or

misconduct in connection with certain foreign subsidiaries, and

whether prior allegations of such violations and/or misconduct

were appropriately handled by Walmart. The Audit Committee

and Walmart have engaged outside counsel from a number of

law firms and other advisors who are assisting in the ongoing

investigation of these matters. This investigation continues

to result in a significant increase in the workload of the Audit

Committee members, and during fiscal 2016, the Audit

Committee members received frequent updates regarding

the investigation via conference calls and other means of

communication with outside counsel and other advisors. In

light of this continuing significant additional time commitment,

during fiscal 2016, the Audit Committee Chair received an

additional fee of $57,500, and the other members of the Audit

Committee received an additional fee of $45,000.

Form and Timing of PaymentStock grants to Outside Directors are made annually upon

election to the Board at our annual shareholders’ meeting in

June. Each Outside Director may elect to defer the receipt of this

stock grant in the form of stock units. The other components of

Outside Director compensation listed above are paid quarterly

in arrears. Each Outside Director can elect to receive these

other components in the form of cash, Shares (with the number

of Shares determined based on the closing price of Shares

on the NYSE on the payment date), deferred in stock units, or

deferred into an interest-credited cash account.

Director Stock Ownership GuidelinesEach Outside Director is required to own, within five years

of his or her initial election to the Board, Shares or deferred

stock units with a value equal to five times the annual retainer

portion of the Outside Director compensation established

by the Board in the year the director was initially elected. All

Outside Directors who have reached the five-year compliance

date own sufficient Shares or deferred stock units to satisfy

this requirement.

Director Compensation for Fiscal 2016

Name (a)

Fees Earned orPaid in Cash

($) (b)

StockAwards

($) (c)

Change in Pension Valueand Nonqualified Deferred

Compensation Earnings($) (f)

All OtherCompensation

($) (g)

Total($) (h)

Aida M. Alvarez 83,654 174,979 0 0 258,633

James I. Cash, Jr. 160,714 174,979 0 2,027 337,720

Roger C. Corbett 99,571 174,979 0 19,001 293,551

Pamela J. Craig 128,654 174,979 0 0 303,633

Douglas N. Daft 32,143 0 11,626 0 43,769

Michael T. Duke 82,250 174,979 0 1,661 258,890

Timothy P. Flynn 166,154 174,979 0 1,579 342,712

Thomas W. Horton 128,654 174,979 0 411 304,044

Marissa A. Mayer 90,000 174,979 0 0 264,979

Gregory B. Penner 155,604 274,998 0 889 431,491

Steven S. Reinemund 103,654 174,979 0 405 279,038

Kevin Y. Systrom 101,538 174,979 0 0 276,517

Jim C. Walton 86,250 174,979 0 1,674 262,903

S. Robson Walton 90,000 174,979 0 192 265,171

Linda S. Wolf 115,000 174,979 0 0 289,979



Explanation of information in the columns of the table:

Name (column (a))

C. Douglas McMillon is omitted from this table because he received compensation only as an Associate of our company during fiscal 2016 and did not receive any additional compensation

for his duties as a director. Douglas N. Daft did not stand for reelection and retired from the Board as of the 2015 Annual Shareholders’ Meeting.

Fees Earned or Paid in Cash (column (b))

Mr. Daft elected to defer the receipt of these fees into an interest-credited account. Certain other Outside Directors elected to either receive Shares in lieu of these amounts or defer

these amounts in the form of deferred stock units, as shown below:

Director

Amount

($)

Number of Shares

Received in Lieu of

Cash

Number of Deferred Stock

Units in Lieu of

Cash

Timothy P. Flynn 166,154 2,523

Marissa A. Mayer 90,000 1,305

Gregory B. Penner 155,604 2,308

Kevin Y. Systrom 101,538 1,486

Stock Awards (column (c))

In accordance with SEC rules, the amounts in this column are the aggregate grant date fair value of stock awards granted during fiscal 2016, computed in accordance with the stock-

based accounting rules that are part of GAAP (as set forth in Financial Accounting Standards Board’s Accounting Standards Codification Topic 718). Each Outside Director other than

Mr. Penner that was elected to the Board at the 2015 Annual Shareholders’ Meeting received a stock award of 2,395 Shares ($175,000 divided by $73.06, the closing price of a Share

on the NYSE on the grant date, and rounded to the nearest Share). Mr. Penner received a stock award of 3,764 Shares ($275,000 divided by $73.06, rounded to the nearest Share).

Dr. Cash, Mr. Duke, Mr. Flynn, Ms. Mayer, Mr. Penner, Mr. Jim Walton, Mr. Rob Walton, and Ms. Wolf elected to defer these Shares in the form of deferred stock units. Mr. Daft did not

stand for reelection at the 2015 Annual Shareholders’ Meeting and, therefore, did not receive a stock grant during fiscal 2016.

Option Awards and Non-Equity Incentive Plan Compensation (columns (d) and (e))

We do not issue stock options to our Outside Directors and do not provide our Outside Directors with any non-equity incentive plan compensation. Therefore, we have omitted these

columns from the table. As of the end of fiscal 2016, Mr. Duke held options to purchase 125,104 Shares. Mr. McMillon also held options to purchase Shares as of the end of fiscal

2016, as disclosed on the Outstanding Equity Awards at Fiscal 2016 Year-End table on page 68. The options held by Mr. Duke and Mr. McMillon were granted to them in prior years

as part of their compensation for service as Associates and not as compensation for serving as a director of our company.

Change in Pension Value and Non-Qualified Deferred Compensation Earnings (column (f))

This column represents above-market interest earned on director compensation deferred to an interest-credited account under the Director Compensation Deferral Plan, as elected by the

director. The interest rate on the interest-credited account is set pursuant to the terms of the Director Compensation Deferral Plan based on the ten-year United States Treasury note yield

on the first day of January plus 2.70%. This rate was 4.82% for the calendar year ended December 31, 2015, and increased to 4.94% for the calendar year ending December 31, 2016.

All Other Compensation (column (g))

The amounts in this column include tax gross-up payments paid during fiscal 2016 relating to imputed income attributable to spousal travel expenses, meals, and related activities in

connection with certain Board meetings during fiscal 2016. For Mr. Corbett, this column also includes the aggregate cost of such spousal travel expenses, meals, and related activities in

the amount of $14,522, primarily related to spousal travel from his residence in Australia to our 2015 Annual Shareholders’ Meeting and Board and committee meetings in June 2015.

The cost of any such spousal travel expenses, meals, and related activities for each of the other Outside Directors is omitted from this column because the total incremental cost for

such benefits for each other director was less than $10,000.


EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

In this section, we describe our executive compensation philosophy and program that we have implemented to support our strategic

objectives and serve the long-term interests of our shareholders. We also discuss how our CEO, CFO, and certain other Executive

Officers (our NEOs) were compensated in fiscal 2016 and describe how their compensation fits within our executive compensation

philosophy. For fiscal 2016, our NEOs were:

Name TitleC. Douglas McMillon President and Chief Executive Officer

Charles M. Holley, Jr. Retired Executive Vice President and Chief Financial Officer*

M. Brett Biggs Executive Vice President and Chief Financial Officer*

Gregory S. Foran Executive Vice President, President and CEO, Walmart U.S.

David Cheesewright Executive Vice President, President and CEO, Walmart International

Rosalind G. Brewer Executive Vice President, President and CEO, Sam’s Club

Neil M. Ashe Executive Vice President, President and CEO, Global eCommerce and Technology

*Mr. Holley retired as CFO effective January 1, 2016, and retired from the company on February 1, 2016. Mr. Biggs was promoted to Executive Vice President and CFO effective

January 1, 2016.

Disclosure regarding Ms. Brewer’s fiscal 2016 compensation is not required under SEC rules. Nevertheless, we have voluntarily included

compensation information for Ms. Brewer in this proxy statement on the same basis as our other NEOs. We included this information

in the proxy statement for continuity purposes, as we expect that the Executive Officers required to be included as NEOs will vary from

year to year among the executives listed above. We also believe it is important to provide shareholders with information about how our

compensation plans are designed to incentivize and support each of our operating segments.

This CD&A is organized as follows:

1Executive Summary (page 40) provides an overview of our

strategy, our executive compensation philosophy, framework,

and practices, our CEO incentive payouts during fiscal 2016,

and the feedback we have received from our shareholders.

5Incentive Goal Setting Philosophy and Process (page 52) provides insight into how the CNGC sets

performance goals aligned with our strategy and operating

plan.

2Components of NEO Compensation and Pay Mix (page 44) explains the primary components of our NEO compensation

packages and how our NEO compensation is heavily weighted

towards performance-based compensation.

6Other Compensation (page 54) describes limited

perquisites and other elements of compensation not

included in total direct compensation, or TDC.

3

4

Fiscal 2016 Performance Metrics (page 46) describes the

performance metrics used in our annual and long-term incentive

programs, the weightings among these metrics, and why the

CNGC selected these metrics.

Fiscal 2016 Performance Goals and Performance (page 48) describes the specific fiscal 2016 performance goals under our

annual and long-term incentive programs, how we performed

compared to those goals, and the resulting NEO incentive

payouts for fiscal 2016.

7Executive Compensation Process and Governance (page 56) describes the roles of the CNGC, the CNGC’s

independent compensation consultant, and management

in setting NEO compensation, how the CNGC uses peer

group data, and our practices regarding employment

agreements, clawbacks, and other matters.



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1 Executive Summary

Fiscal 2016 HighlightsOur Strategy

Fiscal 2016 marked the beginning of a transformational period

for Walmart, as we continued to implement our strategy to

become the first company to deliver a seamless shopping

experience at scale. Regardless of how our customers choose

to shop with us – in stores, online, on a mobile device, or

in any combination of these – we aim to deliver a fast and

convenient shopping experience. During fiscal 2016, we made

significant investments in our people, technology, and supply

chain to improve our customers’ experience today while

positioning Walmart for sustainable growth in the future. We

also continued to focus on managing our global portfolio of

assets by closing certain underperforming stores in the fourth

quarter. To provide greater visibility into the long-term financial

implications of our strategy, in October 2015 we announced

our 3-year financial plan.

Our Performance

During fiscal 2016, Walmart continued to deliver on its key

strategic priorities in a challenging and highly competitive global

environment. Key financial highlights included:

EPS of $4.57, and adjusted EPS of $4.59;

consolidated operating income of $24.1 billion. On a constant

currency basis, operating income was $24.9 billion;

revenue of $482.1 billion, and $499.4 billion on a constant

currency basis;

6 straight quarters of comp sales growth in Walmart U.S.,

and continued improvement in customer experience scores;

invested approximately $1.2 billion to increase wages and

training for U.S. hourly store and club Associates;

continued solid growth in GMV on a constant currency basis;

opened new next-generation fulfillment centers and expanded

online grocery to more than 150 locations across more than

20 U.S. markets;

generated $27.4 billion in operating cash flow and returned

$10.4 billion to shareholders through dividends and share

repurchases; and

in February 2016, we announced that we are increasing

our dividend for the 43rd consecutive year.

Despite these accomplishments, our financial performance did not meet the challenging

targets established by the CNGC at the beginning of fiscal 2016. Accordingly, as

described below, our incentive payouts to our NEOs were below target levels.

For more information regarding our fiscal 2016 financial

performance, see our Annual Report on Form 10-K for fiscal

2016 filed with the SEC on March 30, 2016. Certain financial

measures discussed above are non-GAAP measures under SEC

rules. See Annex A for more information about how we calculate

these financial measures and, where required, reconciliations

to the most directly comparable financial measures calculated

in accordance with GAAP.

Our Executive Compensation Philosophy and FrameworkOur executive compensation programs are intended to motivate

and retain key executives, with the ultimate goal of generating

strong operating results and delivering solid returns to our

shareholders. We have developed our compensation programs

to support our enterprise strategy and to align our leadership

team with our culture, strategy, and structure.

Our executive compensation program is built upon our global

compensation framework:

Pay for performance by tying a majority of executive

compensation to pre-established, quantifiable performance

goals.

Use performance metrics that are understandable, that

are tied to key retail performance indicators, and that

our executives have the ability to impact.

Establish performance goals that are aligned with strategic and financial plans.

Align management interests with shareholder value by

providing long-term incentives in the form of equity.

Provide competitive pay to attract and retain highly-qualified

executives.



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Our Executive Compensation Practices are Aligned with Shareholders’ Interests

WHAT WE DO WHAT WE DO NOT DODirectly link pay and performance No employment contracts

Mitigate risk by using a variety of performance measures No change-in-control benefits

CNGC’s independent compensation consultant evaluates

rigor of performance goals and has consistently found target

goals to be challenging

No pension or similar retirement plans in the U.S.

Subject annual and long-term incentives to

recoupment and forfeiture provisions

No hedging or short sales of Walmart stock permitted

Robust stock ownership guidelines No recycling of shares used for taxes or option

exercisesCNGC’s independent compensation consultant has

consistently determined that CEO realizable pay is

aligned with performance

No dividends or equivalents paid on unvested

performance share units

Conduct extensive shareholder outreach on executive

compensation

No unapproved pledging of Walmart stock

Annual shareholder “say on pay” vote No excessive perquisites

Our Executive Compensation Program Emphasizes PerformanceOur executives’ total direct compensation, or TDC, is heavily weighted towards performance and appropriately balances annual

and long-term rewards:

CASH FISCAL 2016 TOTAL DIRECT COMPENSATION MIX

EQUITY

Smallest component of target TDC

- about 6% for CEO

- about 10%-14% for other NEOs

About 20% of CEO’s target TDC


Based on operating income and sales-

related metrics, as well as

compliance and diversity goals

Pays out between 0% and 125% of target

(37.5% if threshold goals met)

About 19% of CEO’s target TDC


3-year vesting period

Largest component of target TDC

- about 56% for CEO


Based on ROI and sales performance

over a 3-year period with goals set

annually

Pays out between 0% and 150% of

target (50% if both threshold goals met)Performance Based

Base Salary

Performance Share UnitsAnnual Incentive

Restricted Stock



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Our Incentive Payouts are Aligned with our PerformancePayouts under our annual cash incentive plan and long-term performance share unit plan continue to be closely aligned with

our performance, as demonstrated by our CEO’s fiscal 2016 incentive payouts, which were significantly below target:

$663

$2,326

Shortfall of Target

Shortfall of Target

0

2000

4000

6000

8000

10000

12000

14000

In $000

$4,070

CEO Incentive Payouts: Fiscal 2016

Long-Term

Performance Share Units

Annual Cash

Incentive

$5,088Max

$3,407

$7,386

$14,568Max

ActualTarget

Target

ActualTarget

$9,712

Target

* Assuming a stock price of $66.46/share, which was the closing price on the NYSE on March 1, 2016.



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Our Shareholder Engagement on Executive CompensationBeginning in 2014, we significantly expanded our ongoing

shareholder outreach program. The feedback received through

this engagement led us to make changes to our disclosure

regarding our executive compensation program in our 2015

proxy statement. This engagement and enhanced disclosure

was generally well received by our shareholders, and shareholder

support for the advisory vote on our executive compensation

at our 2015 Annual Shareholders’ Meeting was approximately

96%, up from 86.4% support the prior year.

Our 2015 say-on-pay proposal received 96% shareholder support

We continued and further expanded this outreach effort in

2015 and 2016, holding direct engagements with more than

30 shareholders, including 28 of our 50 largest shareholders,

to discuss various matters including strategy, governance,

compensation, and compliance. We also had conversations

with leading proxy advisory firms. Members of our Board,

including our Chairman, our CEO, and our Lead Independent

Director, participated in some of these conversations. In these

meetings, our shareholders generally expressed a positive view

of our executive compensation program and our disclosure

regarding the program. While our investors expressed a wide

range of viewpoints during these conversations, key feedback

included the following:

Shareholder Feedback Our Responses

Articulate linkage

between our incentive

plans and our strategy

In fiscal 2016, we outlined our strategy to become the first company to deliver

a seamless shopping experience at scale. We also committed to managing

capital in a disciplined way. We believe that a combination of metrics

related to operating income, sales, and ROI are the right ones to support

this strategy.

See

p. 46

Demonstrate that

performance goals are

sufficiently rigorous

The performance goals used in our annual and long-term incentive plans

are closely aligned with our long-range strategic plan and our annual operating plans. Performance goals vary from year to year based on our

business cycle, and fiscal 2016 goals reflect the fact that we are currently

in an investment cycle. Our incentive payouts were significantly below target for fiscal 2016, confirming the difficulty of these goals.

See

p. 52

Clearly explain differences

between reported

results of operations and

incentive results

In order to ensure that our Associates are appropriately incentivized and rewarded, our performance metrics of operating income, sales, and ROI

are calculated differently for purposes of our incentive plan than they are for

financial reporting purposes. For example, because currency exchange rate

fluctuations are outside of management’s control, we calculate our incentive

results on a constant currency basis.

See

p. 53

Articulate compelling

rationale for any special

awards

We selectively grant special awards, generally for one of two reasons. First,

we have used special awards to motivate and retain key executives during periods of leadership transition, such as our most recent CEO succession in

2014. Second, we occasionally grant special awards contingent on achieving

a targeted performance goal important to the success of our strategy. We

granted one such award in September 2014, which ultimately was not earned

because the challenging performance goal was not achieved.

See

p. 54

Concerns regarding

annual goal-setting under

our performance-share

program

Similar to the long-term incentive plans of many retailers, we set performance

goals annually for our three-year performance share units, and calculate

payouts based on average performance over each of the three years within the

performance cycle. Some shareholders told us that they would prefer that we

set three-year performance goals. After careful consideration, we believe that

our current approach is right for our company. Among other reasons, setting

goals annually results in understandable and better aligned performance goals, rather than conflicting goals for each tranche of performance

share units.

See

p. 52

Articulate why we set TDC

near the 75th percentile

Walmart is significantly larger than most of its peer group companies, and

the CNGC believes that Walmart’s size and extensive international operations

result in NEO jobs with a high level of complexity. Based on statistical analysis,

on a size-adjusted basis, target TDC for our NEOs are near the 50th percentile of our peer group companies.

See

p. 56



2 Components of NEO Compensation and Pay Mix

What are the primary components of our NEO compensation packages?There are three components of our executives’ TDC: base salary, annual cash incentive, and long-term equity:

Component Description/Objective Form and Timing of Payout

Base Salary Provide a fixed base of cash compensation

commensurate with job responsibilities and

experience

Paid in cash bi-weekly, unless voluntarily deferred

Annual Cash Incentive Variable pay intended to incentivize performance

against key operational metrics, depending on

position:

Operating income

Sales

Gross merchandise value (GMV)

Goals are set at the beginning of the fiscal year and

aligned with operating plan and public guidance

Also tied to compliance and diversity goals

Paid in cash after the end of the fiscal year, unless

voluntarily deferred

Long-Term Equity

Performance Share

Units (75%)Variable pay intended to incentivize performance

against metrics aligned with our long-term strategic

goals:

Return on investment (ROI)

Sales

Value realized also depends on our stock

performance

Paid in Shares after the end of the three-year

performance cycle, unless voluntarily deferred

Restricted

Stock (25%)Intended to align executives’ long-term interests with

our shareholders’ interests

Value realized depends on our stock performance

Three year cliff vesting

Section 162(m) “covered employees” must generally

defer until after separation from service

Base Salary. We pay base salaries commensurate with each

NEO’s position and experience. In keeping with our philosophy

that a substantial majority of NEO compensation should be

performance-based, the CNGC typically allocates a relatively

small percentage of TDC to base salary. In general, the CNGC

seeks to set base salaries at approximately the median of

our peer groups, as described below on page 56. During the

fiscal 2016 compensation review process, the CNGC reviewed

each NEO’s base salary relative to peer group data and each

NEO’s individual performance. Based on that review, the CNGC

approved the following base salaries for fiscal 2016. These

base salaries represented increases over the prior year base

salary ranging from 2.5% to 6.0%, depending on each NEO’s

performance evaluation, consistent with our annual base salary

increases for our Associates generally:

Name Fiscal 2016 Base SalaryDoug McMillon $ 1,272,000

Charles Holley $ 949,500

Greg Foran $ 978,500

David Cheesewright $ 1,043,623*

Rosalind Brewer $ 922,500

Neil Ashe $ 1,007,000

* Paid in Canadian dollars and converted to U.S. dollars using an exchange rate of 1 CAD = 0.7730 USD.

Upon his promotion to Walmart’s CFO effective January 1, 2016, the CNGC set Mr. Biggs’ annual salary at $850,000.



Annual Cash Incentive. Under our Management Incentive Plan,

most salaried Associates, including our NEOs, are eligible to

earn an annual cash incentive payment based on a percentage

of base salary. This cash incentive payment can range from

37.5% of target payout opportunity to a maximum of 125%

of target payout opportunity. The CNGC may, in its discretion,

reduce the amount of any annual cash incentive payment

received by any NEO. During the fiscal 2016 compensation

review process, the CNGC reviewed each NEO’s cash incentive

opportunity relative to peer group data and each NEO’s job

responsibilities. Our NEOs’ fiscal 2016 annual cash incentive

opportunities and payouts are described below on page 49.

The CNGC made no change to our continuing NEOs’ annual

cash incentive opportunities as a percentage of base salary

for fiscal 2016.

Long-Term Equity. The largest portion of our NEOs’ TDC

consists of two types of long-term equity compensation. We

believe that long-term equity helps to align the interests of

our NEOs with the long-term interests of our shareholders

and also serves as a retention tool. The CNGC approved a

6.0% increase in Mr. McMillon’s target equity value for fiscal

2016, and made no changes to the target equity values of

our other NEOs.

Performance Share Units. Consistent with our pay-for-

performance philosophy, 75% of each NEO’s annual long-

term equity award value consists of performance share units.

Generally, performance share units granted to our executives

have a three-year performance period, with the performance

metrics and goals set annually by the CNGC. The number of

Shares that an NEO receives at the end of the performance

period is based on the average performance as compared

to these performance goals for each of these three years.

Our NEOs can earn from 25% (if one threshold performance

goal is met) or 50% (if the both threshold performance goals

are met) up to a maximum of 150% of the target number of

Shares. The CNGC may, in its discretion, reduce the amount

of any performance share unit payout received by any NEO.

Our NEOs’ performance share unit opportunities and payouts

during fiscal 2016 are described below on page 51.

Restricted Stock. The remaining 25% of each NEO’s annual

long-term equity award value consists of restricted stock,

which vests on the third anniversary of the grant date, provided

that the NEO remains employed by our company through

the vesting date. In early 2016, the CNGC adopted a policy

requiring our “covered employees”, as defined in Section

162(m) of the Internal Revenue Code, to defer these shares

until after their separation from employment with Walmart,

unless such deferral is not permitted by the income tax rules

of such employee’s jurisdiction of residence.

How much of our NEOs’ TDC is performance-based?As shown in the chart below, a substantial majority of our NEOs’ fiscal 2016 target TDC was performance-based. The percentages

may not total 100.0% due to rounding. Mr. Biggs’ is not included on the chart below because he only served in an NEO role

for the last month of fiscal 2016.

19.7%

55.7%

18.6%

23.9%

49.6%

16.5%

10.0%

26.2%

47.1%

15.7%

10.9%

27.7%

43.8%

14.6%

13.9%

23.2%

50.4%

16.8%

9.7%

24.2%

49.3%

16.4%

10.1%6.1%

Mr. McMillon Mr. Holley Mr. Foran Mr. Cheesewright Mr. AsheMs. Brewer

100%

80%

60%

40%

20%

0%

Mr. McMillon: $20,712,400Mr. Holley: $ 6,848,500Mr. Foran: $ 9,826,900Mr. Cheesewright: $ 9,548,317*Ms. Brewer: $ 9,136,500Mr. Ashe: $10,423,800

Target TDC

Restricted Stock

Performance Share Units

Cash Incentive

Base Salary

Fixed Performance-Based

* Converted from Canadian dollars using an exchange rate of 1 CAD = 0.7730 USD.



3 Fiscal 2016 Performance Metrics

What performance metrics are used in our incentive programs, and why did the CNGC select these metrics?As it has been for several years, during fiscal 2016 our NEOs’ performance-based pay was based on achieving objective, pre-

established financial goals for the following metrics:

Sales** (total companyor divisional) Sales**

(total companyor divisional)

ROI**(total company)

Operating Income**

(total companyand/or divisional)

Annual Cash Incentive* Long-Term PerformanceShare Units

25%

75%

50%

50%

* Mr. Ashe’s annual cash incentive is based on sales, operating income, and GMV performance. See page 49 for more information.

** For purposes of our incentive programs, sales, operating income, and ROI are calculated on a constant currency basis and exclude certain items, such as revenue from fuel sales.

See page 53 for more information.

The CNGC concluded that the metrics described above are

appropriate and effective in driving results tied to shareholder

value. In reaching this conclusion, the CNGC considered the

following factors:

These performance metrics are aligned with our strategy and can be impacted by our executives. Unlike metrics

tied to stock price or shareholder return, our executives can

have a direct impact on our sales, operating income, and

ROI. Furthermore, unlike earnings per share and other share-

based metrics, sales, operating income, ROI, and GMV are

not materially impacted by our share repurchase program.

These metrics are important for judging retail performance. Sales, operating income, and ROI measures

have historically been, and continue to be, important

indicators of retail performance, and we believe that our

performance in these areas is important to our shareholders.

In addition, Mr. Ashe’s annual incentive is tied in part to GMV,

a key indicator of e-commerce performance.

The CNGC believes that success with respect to these metrics will support shareholder value over the long term. At the request of the CNGC, the CNGC’s independent

compensation consultant reviewed the historical correlation

of various performance metrics and TSR within the retail

industry. The CNGC’s independent compensation consultant

found that the metrics used in our incentive plans are

aligned with TSR in the retail industry. We believe that good

performance with respect to these metrics should translate

into shareholder value over the long term.

It is difficult to effectively apply relative TSR and other relative performance metrics to Walmart’s executive compensation program. There are several key differences

in our business compared to other publicly-traded retailers

in the U.S., including our size, our significant international

operations, our product mix, and our variety of formats.

Additionally, the price of Walmart common stock has

historically been less volatile than the common stock of

most of our retail peers, making relative TSR an imprecise

measure of our performance. While the CNGC closely

monitors Walmart’s performance relative to that of our peers

when making compensation decisions, the CNGC believes

that the best approach for Walmart is to tie our executive

compensation to performance metrics that are aligned with

our strategy and operating plans and that can be directly

impacted by our executives.



The combination of these performance metrics mitigates risk. Using a combination of performance metrics mitigates

the risk that our executives could be motivated to pursue

results with respect to one metric to the detriment of our

company as a whole. For example, if management were

to seek to increase sales by pursuing strategies that would

negatively impact profitability, resulting increases in incentive

pay based on sales should be offset by decreases in incentive

pay based on operating income and ROI. The following

charts show the percentage of target TDC tied to each of

these metrics. Mr. Biggs is not included in the charts below

because he only served as our CFO for the last month of

fiscal 2016.

40.4%

30.9%

28.7%

DAVID CHEESEWRIGHT

73.3% PERFORMANCE-BASED

15.8%

34.2%

42.1%

NEIL M. ASHE

7.9%


43.5%

37.0%


24.7%

40.3%

30.6%

29.1%19.6%


%

41.9%

33.7%

24.4%

C. DOUGLAS MCMILLON CHARLES M. HOLLEY, JR. GREGORY S. FORAN


ROI Sales Operating Income Gross Merchandise Value (“GMV”)

41.8%

33.5%

ROSALIND G. BREWER


In addition to the financial metrics described above, our NEOs’ incentive pay is also based on performance with respect to

diversity goals and compliance goals, described below on pages 49-50.



4 Fiscal 2016 Performance Goals and Performance

What were the fiscal 2016 financial goals under our annual cash incentive plan, and how did we perform in comparison to those goals?As shown below, we fell short of most of the target goals established by the CNGC early in fiscal 2016. The operating income,

sales, and GMV goals for our cash incentive plan are expressed in terms of a percentage increase or decrease as compared

to our prior fiscal year performance:

2016 ANNUAL CASH INCENTIVE GOALS AND RESULTS*

Payout Percentage Target100% Payout

Threshold37.5% Payout

Maximum125% Payout

No Payout

No Payout

Total Company

Actual: -6.6%

No Payout

Walmart U.S.

International

No PayoutSam’s Club Actual: -4.2%

No PayoutGlobal eCommerce**

No PayoutTotal Company Actual: 3.3%

Actual: -3.5%

No PayoutWalmart U.S. Actual: 3.4%

No PayoutInternational

No PayoutSam’s Club Actual: 1.4%

No PayoutGlobal eCommerce

GMV**

Actual: 13.1%

-22%

3.5%

3.5%

3.2%

3.1%

27.8%

-7.1%

-7.6%

-5.2%

-9.2%

-37.1%

-2.3%

-17.1%

33.3%

Actual: 5.6%

Actual: -14.2%

Actual: 3.5%

Constant Currency Operating Income*

Constant Currency Sales (excluding fuel)

4.6%

-2.5%

1.4%

1.5%

1.3%

0.2%

11.1%

4.1%

4.2%

4.5%

4.6%

0.1%-1.8%

-3.2%

2.5%

-4.4%

* In order to make results comparable from year to year, we exclude certain items from our reported results of operations for incentive plan purposes. See page 53 for more information.

** Global eCommerce activities are embedded within our segment operations and included within operating income for each of our segments. For purposes of our fiscal 2016

incentive plans, “Global eCommerce operating income” is defined as the allocated portion of the operating income or loss of our operating segments attributable to walmart.

com, samsclub.com, Vudu.com, and e-commerce operations in Brazil and China. Expenses related to corporate support for global e-commerce operations are also included. For

purposes of our fiscal 2016 incentive plans, “Global eCommerce GMV” is defined as the total sales value of merchandise sold or transacted where the transaction originates online,

excluding the sale of gift cards.



As a result of this performance, our fiscal 2016 annual cash incentive payments were below target levels:

Annual Cash Incentive Plan – Fiscal 2016 Payouts

Name Performance Measure(s) Weighting% of Target

PayoutTarget Payout

Actual Payout

Doug McMillon Total Company Operating Income

Total Company Sales

75%

25%83.70% $4,070,400 $3,406,971

Charles Holley Total Company Operating Income

Total Company Sales

75%

25%83.70% $1,899,000 $1,589,485

Brett Biggs* Total Company Operating Income

Total Company Sales

75%

25%96.39% $ 959,578 $ 924,956

Greg Foran Total Company Operating Income

Walmart U.S. Operating Income

Walmart U.S. Sales

50%

25%

25%

76.46% $2,348,400 $1,795,581

David Cheesewright** Total Company Operating Income

International Operating Income

Walmart International Sales

50%

25%

25%

98.64% $2,504,694 $2,470,649

Rosalind Brewer Total Company Operating Income

Sam’s Club Operating Income

Sam’s Club Sales

50%

25%

25%

81.86% $2,214,000 $1,812,431

Neil Ashe Total Company Operating Income

Total Company Sales

Global eCommerce GMV

Global eCommerce Operating Income

25%

25%

25%

25%

85.76% $2,416,800 $2,072,591

* Prior to his appointment to his current role effective January 1, 2016, Mr. Biggs served as Executive Vice President and Chief Financial Officer, Walmart International. As a result,

Mr. Biggs’ fiscal 2016 annual cash incentive payout was primarily based on Walmart International results and was prorated to reflect his previous pay grade.

** Mr. Cheesewright’s cash incentive payment is paid in Canadian dollars. The figure above assumes an exchange rate of 1 CAD = 0.7730 USD, which is an average exchange rate

during fiscal 2016.

What other goals were our NEOs subject to under our annual cash incentive plan for fiscal 2016?Diversity Goals. Since fiscal 2005, a portion of most officers’

cash incentive payment has also been subject to satisfying

diversity objectives, and each NEO’s cash incentive payment

can be reduced by up to 15 percent if he or she does not satisfy

these objectives. The CNGC established these diversity goals

because it believes that diversity and inclusion contribute to

an engaged and effective workforce. For fiscal 2016, these

objectives consisted of one or both of two components: good

faith efforts and placement objectives. Each of our NEOs is

subject to good faith efforts requirements. In order to satisfy

the good faith efforts component of this program, each NEO

must actively sponsor at least two Associates and must also

participate in at least two diversity-related events.

Each of our NEOs with responsibility for Walmart U.S. and/

or Sam’s Club field operations is also subject to placement

objectives. For fiscal 2016, Mr. McMillon, Mr. Foran, and

Ms. Brewer were subject to placement objectives. The

determination as to whether an NEO satisfied his or her

placement objectives during the prior fiscal year is based

on several factors, including the relative number of diverse

candidates placed in specified positions within the NEO’s

organization, the NEO’s engagement and participation in

diversity and inclusion strategies, the NEO’s leadership efforts

in implementing these strategies, and the NEO’s efforts in

recruiting and developing diverse Associates. Applying these

factors, at the end of each fiscal year, our chief diversity officer

reviews each NEO’s performance under our diversity program

and reports the results of this review to the CNGC. Based on

the report of our chief diversity officer, the CNGC determined

that each NEO satisfied his or her diversity goals for fiscal 2016.

For more information about Walmart’s commitment to

diversity and inclusion and key diversity and inclusion

initiatives, please see Walmart’s 2015 Diversity and

Inclusion Report, which is available on our website at

http://corporate.walmart.com/global-responsibility/

diversity-inclusion/.

Ethics and Compliance Goals. Since fiscal 2014, our Executive

Officers’ cash incentive payments have also been subject to

achieving adequate progress in implementing enhancements

to the company’s global compliance program (now known

as our ethics and compliance program). Our company is

committed to having and maintaining a strong and effective

global ethics and compliance program in every country in which

we operate. Consistent with that commitment, over the past

few years, our company has made significant improvements



to our ethics and compliance program around the world. To

further emphasize our commitment to ethics and compliance,

in early fiscal 2016, our company’s senior leadership again

developed a timetable for implementing further enhancements

to our global ethics and compliance program on a prioritized

basis. These objectives covered such subject matters as

anti-corruption, anti-money laundering, health and wellness

compliance, food safety, environmental compliance, health

and safety compliance, trade compliance, and licensing and

permits. These objectives sought to enhance key elements

of a corporate ethics and compliance program, including

but not limited to developing and implementing enhanced

compliance protocols and procedures, hiring and training of

key compliance personnel, monitoring and assessment of

various elements of the program, internal communications,

and access to information.

If, in the judgment of the Audit Committee, the company had not

achieved adequate progress in implementing these objectives,

then the CNGC could have exercised negative discretion to

reduce or eliminate the fiscal 2016 cash incentive payments

to one or more of our Executive Officers. During fiscal 2016,

management reported regularly to the Audit Committee regarding

ongoing enhancements to our global ethics and compliance

program and progress in implementing these objectives. At the

end of fiscal 2016, the Audit Committee determined that, in its

qualitative judgment, adequate progress had been achieved in

implementing these objectives and reported its determination

to the CNGC. Factors relied on by the Audit Committee in

making this determination included the progress achieved on

workstreams in a variety of ethics and compliance areas and

the extent to which that progress reflected sustainable, long-

term change in the company’s people, processes, systems,

and culture. Based on the qualitative assessment of the Audit

Committee, the CNGC determined not to exercise negative

discretion to reduce or eliminate the cash incentive payments

to any of our Executive Officers for fiscal 2016.

For more information about specific enhancements to

our global ethics and compliance program during fiscal

2016, please see Walmart’s Global Ethics & Compliance

Program Report on Fiscal Year 2016, which is available

on our website at http://corporate.walmart.com/global-

responsibility/global-compliance-program-report-on-

fiscal-year-2016.

What were the fiscal 2016 financial goals under our long-term incentive program, and how did we perform in comparison to those goals?The table below shows how we performed against the fiscal 2016 performance goals under our long-term performance share

unit program, all of which were set by the CNGC in early fiscal 2016. The sales goals for our performance share unit program

are expressed in terms of a percentage increase or decrease as compared to our prior fiscal year performance.

2016 PERFORMANCE SHARE UNITS GOALS AND RESULTS*

Payout Percentage Target100% Vesting

Threshold50% Vesting

No PayoutROI

Constant Currency Sales (Excluding Fuel)

Total Company

Walmart US

International

Sam’s Club

No Payout Actual: 3.3%


No Payout


Actual: 16.20%15.46%

0.5%

0.5%

0.8%

-0.8%

Maximum150% Vesting

Actual: 3.5%

16.46%

5.1%

5.0%

4.8%

4.6%

3.5%

3.5%

3.2%

3.1%

16.11%

* In order to make results comparable from year to year, we apply certain adjustments to our reported results for purposes of our incentive plans. See page 53 for more details.



Each of our NEO’s performance share units are weighted 50% to ROI performance and 50% to constant currency sales

performance (excluding fuel), either of the total company or one of its operating segments, as follows:

Long-Term Performance Share Unit Program – Fiscal 2016

Name Performance Measure(s) WeightingDoug McMillon, Charles Holley, Neil Ashe, Brett Biggs Total Company ROI

Total Company Sales

50%

50%

Greg Foran Total Company ROI

Walmart U.S. Sales

50%

50%

David Cheesewright Total Company ROI

Walmart International Sales

50%

50%

Rosalind Brewer Total Company ROI

Sam’s Club Sales

50%

50%

The performance compared to each of the goals shown above was then weighted according to each NEO’s performance measure

weightings shown above, and was then averaged with results for the prior two years within each three-year performance cycle,

as illustrated below:

FY14 FY15 FY16 Fiscal 2016 Payout

Fiscal 2013 Grant

Segment Performance Performance PerformanceWalmart U.S. 51.88% 73.30% 106.35% 77.18%Sam’s Club 26.57% 60.48% 95.32% 60.79%International 52.42% 74.30% 109.21% 78.64%Total Company 26.57% 71.75% 103.98% 67.44%

FY17

Fiscal 2014 Grant

Segment Performance Performance PerformanceWalmart U.S. 73.30% 106.35%

TBDSam’s Club 60.48% 95.32%International 74.30% 109.21%Total Company 71.75% 103.98%

FY18

Fiscal 2015 Grant

Segment Performance Performance PerformanceWalmart U.S. 106.35%

TBD TBDSam’s Club 95.32%International 109.21%Total Company 103.98%

Applying this methodology, our NEOs earned the following performance share unit payouts for the three-year cycle ending

January 31, 2016:

NameNumber of Target Performance

Share UnitsThree-Year Performance

(% of Target)Number of Performance

Share Units EarnedDoug McMillon* 146,130 76.05% 111,131

Charles Holley 42,762 67.44% 28,778

Brett Biggs 9,612 67.44% 6,482

Greg Foran** 55,004 78.13% 42,974

David Cheesewright*** 60,468 83.26% 50,346

Rosalind Brewer 60,468 60.79% 36,758

Neil Ashe 70,546 67.44% 47,576

* Mr. McMillon served as President and CEO of Walmart International during fiscal 2014; therefore, his performance share unit payout for the three-year cycle ended January 31, 2016

was based in part on Walmart International performance during fiscal 2014.

** Mr. Foran served as President and CEO, Walmart China during fiscal 2014 and a portion of fiscal 2015. During a portion of fiscal 2015, Mr. Foran also served as President and CEO,

Walmart Asia prior to assuming his current role. Therefore, Mr. Foran’s performance share unit payout for the three-year cycle ended January 31, 2016 was based in part on Walmart

International performance during fiscal 2014 and on a combination of Walmart International, Walmart Asia, and Walmart U.S. performance during fiscal 2015.

*** Mr. Cheesewright served as President and CEO, Walmart EMEA during fiscal 2014; therefore, his performance share unit payout for the three-year cycle ended January 31, 2016 was

based in part on Walmart EMEA performance during fiscal 2014.



5 Incentive Goal Setting Philosophy and Process

How does the CNGC set performance goals?Performance goals are established in the context of, and

consistent with, the company’s enterprise strategy and financial

operating plans each fiscal year. This process begins with the

Board’s review of the company’s overall enterprise strategy and

long-term financial plan beginning in the spring and culminating

at an annual Board strategic retreat each September. Following

the strategic retreat, the annual operating plans of the company

and each of its operating segments are established with SPFC

and Board input. The CNGC then establishes performance

goals under our annual- and long-term incentive programs

that are consistent with these operating plans:

Incentive PlansInformed by Strategicand Financial PlanningProcess

Long-RangePlanning

AnnualOperating Plan

IncentivePlans

Review choice of

incentive metrics to

ensure that they

support enterprise

strategy

Establish performance

goals aligned with

annual operating plan

April - September September - January January - March

Assess competitive

landscape and

macro trends

Refine enterprise

strategy and

segment-specific

initiatives

Develop annual

operating plan in light

of long-range planning

and strategic initiatives

October investor

conference–review

strategy and planned

capital expenditures

Walmart’s operating plans are intended to be challenging,

and fiscal 2016 was no exception. Generally, incentive goals

are established so that performance in line with our operating

plans should result in target payouts. In order to achieve the

maximum goals, our performance would have to exceed our

operating plans to a significant degree. Threshold performance

goals are set at a level that is attainable and below which the

company could not justify a payout.

The CNGC generally attempts to set the performance goals

so that a consistent level of expected difficulty in achieving

these goals is maintained from year-to-year. The CNGC’s

independent compensation consultant annually evaluates the

difficulty of our target performance goals and has consistently

found these goals to be challenging.

Why does the CNGC set goals each year under our long-term performance share unit program?The CNGC has found that the current approach of setting goals

annually, with payouts determined by averaging performance over

a three-year period, is the most effective approach for our long-

term performance share unit program for the following reasons:

As a global retailer, Walmart’s operating results are significantly

impacted by macroeconomic and regional economic factors

outside of management’s control. These economic factors, as

well as the rapidly evolving retail industry, make it difficult to

forecast accurately over a three-year period. For example, in

fiscal 2008, our officers were granted performance shares with

three-year sales and ROI performance goals. Subsequently,

the global financial downturn in 2008 had the effect of making

these three-year goals virtually unachievable only a few

months into the three-year performance period. The CNGC

reasoned that performance goals cease to be an effective

tool in motivating performance if the goals either become

unrealistic or too easy to achieve. While some companies

attempt to address the impact of macroeconomic factors

by using relative goals in their long-term incentive plans,

the CNGC has determined that relative goals are not the

right approach for Walmart for the reasons described on

page 46 above. The CNGC regularly reviews Walmart’s

performance relative to peers and the relative alignment of

pay and performance to ensure that our incentive programs

are operating as intended.

Another advantage of our current approach is more easily

understandable and better aligned performance goals,

which the CNGC believes are more effective in motivating

performance. As described above, our incentive goals are

aligned with our business plan and expectations regarding

financial performance. These necessarily change from year-

to-year based on macroeconomic conditions, strategic

investments, and other factors. Setting three-year sales

goals, for example, would result in a situation in which our

leaders have three differing sales goals at any one time – one

for each outstanding tranche of performance share units.

The CNGC believes that the current performance share unit

structure effectively balances long-term focus with clear

and understandable performance goals.



Why do the results used in our incentive plans differ from our reported results of operations?The CNGC’s objective in administering our incentive plans is

to cause incentive awards to be calculated on a comparable

basis from year-to-year, and to ensure that plan participants

are incentivized and rewarded appropriately. For these reasons,

the following types of items are excluded from our incentive

goals and/or our incentive calculations:

Items excluded by the terms of the incentive plans. Like

many other companies, our incentive plans, which are

shareholder-approved plans, require that incentive payouts

be calculated excluding the impact of currency exchange

rate fluctuations, acquisitions and divestitures, restructurings

and store closings, and similar items. In fiscal 2016, these

items accounted for the substantial majority of the difference

between our reported results of operations and our results

of operations as calculated for incentive plan purposes. In

particular, currency exchange rate fluctuations significantly

negatively impacted the reported net sales and operating

income of our company and its International division. As a

matter of policy, we generally have not historically hedged

for currency exchange rate fluctuations.

Items excluded at the time incentive goals are established. When the CNGC sets incentive goals, it typically excludes

certain items from the performance goals. In particular,

the CNGC has historically set sales goals that exclude the

impact of fuel sales because fuel prices (and, therefore, our

fuel sales) are volatile and subject to significant fluctuation,

which is out of our management’s control. Also, in light of

our significant ongoing investments in Global eCommerce,

when the CNGC established fiscal 2016 operating income

goals for our operating segments, it limited the impact of

operating losses attributable to the e-commerce operations

of those operating segments for incentive plan purposes

in order to encourage our segment leaders to make these

necessary investments. Losses from e-commerce operations

are not limited for purposes of total company incentive goals.

Items excluded so that operating results are calculated on a comparative basis from year-to-year. Consistent with

the terms of our incentive plans, the CNGC may exclude

certain other items so that results can be calculated on a

comparative basis from year-to-year. For example, a global

review of accounting for leases during fiscal 2016 resulted

in accounting adjustments that increased our reported

operating income, the effects of which were excluded for

incentive plan purposes.

The CNGC undertakes a rigorous oversight and certification

process to determine the items to exclude from our reported

results of operations for purposes of our incentive plans. This

process is not outcome-driven and includes both positive

and negative adjustments to reported results of operations.

While in fiscal 2016 this process had a net positive impact on

incentive payouts, this is not always the case. For example, in

fiscal 2011 and fiscal 2012, this process resulted in a reduction

in incentive payouts.

What items were excluded from fiscal 2016 reported results of operations for incentive plan purposes? Operating Income—Annual Cash Incentive Plan. For fiscal

2016, the substantial majority of items excluded from operating

income for incentive plan purposes were the following items:

Items excluded by the terms of the plan. These items included

the impact of currency exchange rate fluctuations; income

and expenses related to acquisitions and dispositions; and

expenses related to store closings and restructurings. Taken

together, excluding these items had a net positive impact

on our operating income for purposes of our annual cash

incentive plan, and accounted for the substantial majority

of the difference between our reported operating income

and our operating income for purposes of our annual cash

incentive plan.

Items excluded at the time incentive goals are established.

These items included adjustments to remove the impact of

losses attributable to Sam’s Club e-commerce activities in

excess of a pre-set limit established by the CNGC at the

time goals were set. Excluding these items had the impact

of increasing operating income for purposes of our annual

cash incentive plan.

Items excluded so that operating results are calculated on a

comparative basis from year-to-year. These items included,

among others, adjustments related to our accounting for

leases and an accrual related to our new paid time off

policy. Excluding these items had a net impact of increasing

operating income for purposes of our annual cash incentive

plan.

Sales—Annual Cash Incentive Plan and Long-Term Performance Share Unit Program. For fiscal 2016, there

were three primary adjustments to sales for purposes of our

incentive plans:

Items excluded by the terms of the plan. As we have in prior

years, we excluded the impact of currency exchange rate

fluctuations for purposes of our incentive plans. Excluding

this item had the impact of increasing total company and

Walmart International sales for incentive plan purposes.

Items excluded at the time incentive goals are established.

As we have in prior years, we excluded fuel sales from our

incentive plan calculations. This exclusion had the impact

of reducing sales for incentive plan purposes.

Items excluded so that operating results are calculated

on a comparative basis from year-to-year. We made an

adjustment to our reported sales to reflect that certain

wireless transactions are accounted for as commissions,

rather than sales as assumed by our fiscal 2016 MIP sales

goals. This adjustment had the effect of increasing sales

for incentive plan purposes.



ROI—Long-Term Performance Share Unit Program.

Adjustments to operating income. Adjusted operating income

is a component in the calculation of ROI. When calculating

ROI for long-term incentive plan purposes, we exclude the

same items from operating income that are excluded from

the annual cash incentive calculation, as described above.

Adjustments to average invested capital. Average invested

capital is a component in the calculation of ROI. When

calculating fiscal 2016 ROI for incentive plan purposes, we

made certain adjustments to average invested capital. These

adjustments include items that correspond to several operating

income adjustments described above, such as those related

to our accounting for leases and to store closures. These

adjustments had the net impact of decreasing our fiscal

2016 average invested capital for incentive plan purposes.

The table below shows the net impact of the adjustments described above as compared to our reported results of operations:

Performance MetricActual Performance

(as reported)Actual Performance

(for incentive plan purposes) Impact of AdjustmentsTotal Company Operating Income -11.2% -3.5% 7.7%

Total Company Sales -0.7% 3.3% 4.0%

Walmart U.S. Operating Income -10.5% -6.6% 3.9%

Walmart U.S. Sales 3.6% 3.4% -0.2%

International Operating Income -13.4% 5.6% 19.0%

International Sales -9.4% 3.5% 12.9%

Sam’s Club Operating Income -7.9% -4.2% 3.7%

Sam’s Club Sales -2.1% 1.4% 3.5%

Global eCommerce Operating Income -28.0% -14.2% 13.8%

Global eCommerce GMV 13.1% 13.1% 0.0%

Return on Investment 15.5% 16.2% 0.7%

6 Other Compensation

What other types of compensation do our NEOs receive?Mr. Foran – China Long-Term Cash Incentive. Mr. Foran served

as President and CEO of Walmart China during fiscal 2014, and

a portion of fiscal 2015. As such, he was eligible for a prorated

incentive payment under a Walmart China cash incentive program

covering fiscal 2014 through fiscal 2016. In early fiscal 2017,

Mr. Foran received a payout of $695,509 under this program,

which was 74% of his maximum potential payout and prorated

to reflect the portion of the performance period during which

Mr. Foran served as President and CEO of Walmart China. The

fiscal 2016 performance goals under this program were based

on Walmart China operating income performance, as shown on

the table below.

Performance MetricThreshold

(50% Payout)Target

(75% Payout)Maximum

(100% Payout) Actual PerformanceWalmart China Operating Income

(% increase over prior year)

2.09% 2.76% 3.00% 2.73%

Special Performance-Based Awards. On occasion, the CNGC

may grant special performance-based awards to our executives.

The purpose of these awards is to drive strategic or operational

initiatives important to our overall enterprise strategy by using

performance metrics that are not used in our annual and long-

term incentive plans. The CNGC granted one such award in

late fiscal 2015 and two such awards in late fiscal 2016:

In September 2014, the CNGC approved a special

performance-based cash award opportunity for Ms. Brewer

in the amount of $1 million. In order for Ms. Brewer to earn

this award, Sam’s Club gross membership income had to

exceed the amount set forth in our business plan for Sam’s

Club gross membership income by at least $3 million during

the one-year period ending July 31, 2015. The CNGC

approved this special award opportunity for Ms. Brewer

to drive performance in light of Sam’s Club’s initiatives to

increase membership and membership income, which are

key components of our Sam’s Club strategy. Sam’s Club

gross membership income fell short of this challenging goal,

and therefore Ms. Brewer did not receive any payout with

respect to this award.

In January 2016, the CNGC approved a grant of 15,760

shares of performance-based restricted stock to Mr. Ashe. In

order for one-half of these shares to vest, Walmart must meet

a specified expansion goal with respect to the availability of

Walmart’s online grocery services in the U.S. by the end of

fiscal 2017. The purpose of this award is to drive our online

grocery expansion, a key strategic priority for Walmart. The

other half of these shares will be conditioned on a fiscal

2018 performance goal to be established by the CNGC

at a later date.



Also in January 2016, the CNGC approved a grant of 15,760

shares of performance-based restricted stock to Mr. Foran. In

order for one-half of these shares to vest, Walmart U.S. must

meet a specified goal with respect to operating, selling, general

and administrative expenses during fiscal 2017. The purpose

of this award is to emphasize the importance of managing

expenses in our largest operating segment, even as we continue

to make critical strategic investments. The other half of these

shares will be conditioned on a fiscal 2018 performance goal

to be established by the CNGC at a later date.

“Feather In” Performance Share Awards. Under our long-

term performance share unit program, we customarily make

additional grants of performance share units to newly-hired

executives or when executives are promoted to significantly

larger roles. These “feather in” awards allow executives to

realize performance share unit payouts commensurate with

their positions for three-year cycles that are already in progress.

We believe that this approach has helped to effectively recruit

and appropriately incentivize and reward short- and long-term

performance and also provides retention value. Unlike some

companies, when executives retire or otherwise leave the

company, they forfeit all unvested performance share units,

and we do not accelerate the vesting or otherwise pay out

any unvested performance share units.

In January 2016, in connection with his recent promotion to

Executive Vice President and CFO, Mr. Biggs received two

additional “feather in” performance share grants vesting at

the conclusion of the performance cycles ending January 31,

2017 and January 31, 2018. These additional performance

share awards were intended to increase Mr. Biggs’ target

performance share opportunity for each of those cycles to

$2,250,000, which is equal to the target value of his annual

performance share award granted in January 2016 for the

performance cycle ending January 31, 2019.

Additional MIP Award. Under the terms of the Management

Incentive Plan, the CNGC may award an additional cash incentive

amount based on individual performance. For his performance

during fiscal 2016, the CNGC awarded Mr. Cheesewright an

additional cash incentive amount equal to 20% of his target

annual cash incentive award for fiscal 2016 (approximately

$500,939). The CNGC awarded this amount to Mr. Cheesewright

based on the solid constant currency sales and operating

income performance of Walmart International in a difficult global

environment, as well as Mr. Cheesewright’s contributions to

strategic initiatives, including e-commerce initiatives in international

markets, and management of our international portfolio.

What perquisites and other benefits do our NEOs receive?Our NEOs receive a limited number of perquisites and

supplemental benefits. We cover the cost of annual physical

examinations for our NEOs and provide each NEO with personal

use of our aircraft for a limited number of hours each year. Our

NEOs also receive company-paid life and accidental death and

dismemberment insurance. Additionally, our NEOs are entitled

to benefits available to officers generally, such as participation

in the Deferred Compensation Matching Plan, and benefits

available to Associates generally, including a Walmart discount

card, a limited 15 percent match of purchases of Shares

through our Associate Stock Purchase Plan, participation in

our 401(k) Plan, medical benefits, and foreign business travel

insurance. We provide these perquisites and supplemental

benefits to attract talented executives to our company and to

retain our current executives, and we believe their limited cost

is outweighed by the benefits to our company.

What types of retirement and other benefits are our NEOs eligible to receive?Our NEOs are eligible for the same retirement benefits as

our officers generally, such as participation in our Deferred

Compensation Matching Plan. They may also take advantage of

other benefits available more broadly to our Associates, such as

our 401(k) Plan. With the exception of Mr. Cheesewright, who has

an interest in a pension plan related to his prior employment with

our U.K. subsidiary, our NEOs do not participate in any pension

or other defined benefit retirement plan. Mr. Cheesewright

is not eligible to make any further contributions to this U.K.

pension plan.



7 Executive Compensation Process and Governance

Who sets executive compensation at Walmart?The CNGC is responsible for establishing and approving the

compensation of the officers subject to Section 16, including

the CEO and other NEOs. All members of the CNGC are

independent (see page 26 for more information about the CNGC).

The CNGC met eight times in fiscal 2016. During each of these

meetings, the CNGC considered executive compensation matters,

including the review and approval of compensation opportunities

for our NEOs, the selection of performance metrics aligned with

our long-term strategic plan, the setting of performance goals

for our annual- and long-term incentive plans, including the

difficulty of those goals, and the review of performance against

those goals, including compliance and diversity goals.

How does the CNGC set executive compensation?The CNGC considers a variety of factors in setting TDC for

our NEOs, including:

the overall financial and operating performance of our

company and its operating segments and/or areas of

responsibility, as applicable;

each NEO’s individual performance and contributions to the

achievement of financial goals and operational milestones;

each NEO’s job responsibilities, expertise, historical

compensation, and years and level of experience;

our overall succession planning and the importance of

retaining each NEO and each NEO’s potential to assume

greater responsibilities in the future; and

peer group data and analyses (see pages 56-58 for more

details).

What is the role of management and compensation consultants with respect to executive compensation?When evaluating, establishing, and approving the compensation

of our CEO, the CNGC considers, among other information, the

CEO’s performance evaluation. Our Chairman, with input from

other Board members, evaluates our CEO’s performance, and

makes recommendations regarding CEO pay with input from

our Global People division. Our CEO evaluates the performance

of our other NEOs and makes recommendations regarding

their pay with input from our Global People division. When

making decisions regarding NEO pay, the CNGC also considers

recommendations and advice from the CNGC’s independent

compensation consultant.

Since early 2007, the CNGC has engaged an independent

consultant on executive compensation matters. Since early 2010,

Pay Governance LLC (“Pay Governance”) has been engaged

by the CNGC as its independent executive compensation

consultant. Under the terms of its engagement, Pay Governance

reports directly and exclusively to the CNGC; the CNGC has

sole authority to retain, terminate, and approve the fees of

Pay Governance; and Pay Governance may not be engaged

to provide any other services to Walmart without the approval

of the CNGC. Other than its engagement by the CNGC, Pay

Governance does not perform and has never performed any

other services for Walmart. The CNGC’s independent consultant

attends and participates in CNGC meetings at which executive

compensation matters are considered, and performs analyses

for the CNGC at the CNGC’s request, including benchmarking,

realizable pay analyses, analyses regarding the alignment of

pay and performance, analyses of the correlation between

performance measures and shareholder return, and assessments

of the difficulty of attaining performance goals. The CNGC

annually reviews the independence of Pay Governance in

light of SEC rules and NYSE Listed Company Rules regarding

compensation consultant independence and has affirmatively

concluded that Pay Governance is independent from Walmart

and has no conflicts of interest relating to its engagement by

the CNGC.

How is peer group data used by the CNGC?The CNGC reviews publicly available compensation information

for three separate peer groups when establishing TDC for our

executives. As shown below, Walmart is significantly larger than

most of our peer group companies, and as the world’s largest

retailer, we believe that Walmart’s size, extensive international

presence, and complex operations result in our NEOs’ jobs

having a greater level of complexity than similar jobs at many of

our peer group companies. For this reason, on an unadjusted

basis, the CNGC seeks to place our NEOs’ target TDC near the

75th percentile of comparable positions within our peer groups,

taken as a whole. The CNGC’s independent compensation

consultant has done a statistical analysis of our NEOs’ target

TDC and found that, on a size-adjusted basis, our NEOs’ target

TDC are near the median of comparable positions within our

peer groups.



Retail Industry Survey. This peer group allows the CNGC to compare our NEO compensation to that of our primary competitors

in the retail industry. For fiscal 2016, the Retail Industry Survey included all publicly-traded retail companies with significant U.S.

operations with annual revenues exceeding approximately $10 billion. Those companies were:

Amazon.com, Inc. Lowe’s Companies, Inc.

Retail Industry Survey

$485.7 billionFY15 Revenue

$20.6 billion

FYE Market Cap $273.9 billion

$9.9 billion

Walmart

Peer group median

AutoNation, Inc. Macy’s, Inc.

Bed Bath & Beyond Inc. Nordstrom, Inc.

Best Buy Co., Inc. Office Depot, Inc.

CarMax, Inc. Penske Automotive Group, Inc.

Costco Wholesale Corporation Rite Aid Corporation

CVS Health Corporation Ross Stores, Inc.

Dollar General Corporation Safeway Inc.

eBay Inc. Sears Holdings Corporation

Family Dollar Stores, Inc. The Sherwin-Williams Company

The Gap, Inc. Staples, Inc.

The Home Depot, Inc. SUPERVALU INC.

J. C. Penney Company, Inc. Target Corporation

Kohl’s Corporation The TJX Companies, Inc.

The Kroger Co. Walgreen Co.

L Brands, Inc. Whole Foods Market, Inc.

Select Fortune 100. The CNGC also benchmarks our NEO compensation against a select group of companies within the

Fortune 100. This group, which we refer to as the “Select Fortune 100,” was chosen from among the Fortune 100 by our Global

People division, with input from the CNGC’s independent consultant. The Select Fortune 100 includes companies whose primary

business is not retailing but that are similar to us in one or more ways, such as global operations or complexity of business model

or operations. We excluded retailers from this group because those companies were already represented in the Retail Industry

Survey. We also excluded companies with business models that are broadly divergent from ours, such as financial institutions

and energy companies. The companies included in the Select Fortune 100 when setting fiscal 2016 compensation were:

Archer-Daniels-Midland

CompanyJohnson & Johnson

Select Fortune 100


$60.7 billion


$115.8 billion

Walmart

Peer group median

AT&T Inc. Johnson Controls, Inc.

Caterpillar Inc. McKesson Corporation

Cisco Systems, Inc. Microsoft Corporation

The Coca-Cola Company Mondelez International, Inc.

FedEx Corporation PepsiCo, Inc.

Ford Motor Company Pfizer Inc.

General Electric Company Philip Morris International Inc.

Hewlett-Packard Company The Procter & Gamble Company

Honeywell International Inc. Twenty-First Century Fox, Inc.

Ingram Micro Inc. Tyson Foods, Inc.

Intel Corporation United Parcel Service, Inc.

International Business

Machines CorporationVerizon Communications Inc.

Top 50. While the Select Fortune 100 includes many larger

companies than the Retail Industry Survey, Walmart is still the

largest company within the Select Fortune 100 in terms of

revenues, and is the third largest in terms of market capitalization.

To take into account this size discrepancy and the corresponding

complexity of our NEOs’ job responsibilities, the CNGC also

benchmarks our NEOs’ pay against the 50 largest public

companies (including selected non-U.S. based companies),

excluding Walmart, in terms of market capitalization at the

time of the review. Even among the Top 50, Walmart is the

largest company in terms of revenue, and in the top quartile

in terms of market capitalization. When the CNGC set fiscal

2016 compensation, the companies within the Top 50 were:



Amazon.com, Inc. L’Oreal

Top 50


$56.1 billion


$156.5 billion

Walmart

Peer group median

Anheuser-Busch InBev SA/NV MasterCard, Incorporated

Apple Inc. Merck & Co., Inc.

AT&T Inc. Microsoft Corporation

Bayer AG Nestlé S.A.

Berkshire Hathaway Inc. Novartis AG

The Boeing Company Novo Nordisk A/S

BP p.l.c. Oracle Corporation

British American Tobacco plc PepsiCo, Inc.

Chevron Corporation Pfizer Inc.

Cisco Systems, Inc. Philip Morris International Inc.

The Coca-Cola CompanyThe Procter & Gamble

Company

Comcast Corporation QUALCOMM Incorporated

Exxon Mobil Corporation Royal Dutch Shell plc

F. Hoffmann-La Roche Ltd. Sanofi S.A.

Facebook Inc. SAP AG

General Electric Company Schlumberger N.V.

Gilead Sciences, Inc. Siemens AG

GlaxoSmithKline plc Telecom Italia S.p.A.

Google Inc. Total S.A.

The Home Depot, Inc. United Technologies Corporation

HSBC Holdings plc Verizon Communications Inc.

Intel Corporation Visa Inc.

International Business Machines

CorporationVodafone Group plc

Johnson & Johnson The Walt Disney Company

The CNGC uses benchmarking data as a general guide to setting

appropriately competitive compensation consistent with our

emphasis on performance-based compensation. The CNGC

did not attempt to quantify or otherwise assign any relative

weightings to any of these peer groups or to any particular

members of a peer group when benchmarking against them.

While the benchmarking data is generally used for comparable

positions, the CNGC also reviews peer group data for retail CEO

positions for our executives who lead our operating segments

and our Global eCommerce operations. These executives

have significant responsibilities and lead organizations that

are, considered separately from the rest of our company, larger

than many of the other retailers in the retail peer group, and

we believe that these positions are often comparable to CEO

positions at many of our peer group companies. In addition, from

a competitive standpoint, we believe that it is more likely that

these leaders would be recruited for a CEO position in the retail

industry or elsewhere, rather than for a lateral move. Therefore,

the CNGC also benchmarks these executives’ compensation

against the compensation of CEOs within our retail peer group.

The target TDC opportunity for a particular NEO may be higher or

lower, and may differ from the TDC of our other NEOs, depending

on a number of factors, including the factors described under

“How does the CNGC set executive compensation?” on

page 56 above.

For fiscal 2016, Mr. McMillon’s target TDC was in the top

quartile when compared to CEO positions within the Retail

Industry Survey and the Top 50. When compared to CEO

positions within the Select Fortune 100, Mr. McMillon’s fiscal

2016 target TDC was near the 75th percentile.

For fiscal 2016, Mr. Holley’s target TDC was in the top quartile

when compared to CFO positions within the Retail Industry

Survey, and between the 50th and 75th percentiles when

compared to CFO positions within the Select Fortune 100

and Top 50 peer groups.

For fiscal 2016, the target TDC for Mr. Foran, Mr. Cheesewright,

Ms. Brewer, and Mr. Ashe were each within the top quartile

when compared to divisional president positions within our

peer groups. When compared to CEO positions within our

peer groups, the TDC of these NEOs was near the median of

the Retail Industry Survey, and below the median of the Select

Fortune 100 and Top 50.



What other information does the CNGC consider when setting executive pay?Pay and Performance Alignment. The CNGC reviews an

assessment by Pay Governance regarding the alignment of

CEO pay and performance, including the appropriateness

of CEO pay opportunity compared to peers and the alignment of

CEO realizable pay and relative performance. Pay Governance

concluded that, on a size-adjusted basis, our CEO’s pay

opportunity and realizable pay are aligned with Walmart’s

relative performance.

Tally Sheets. The CNGC also reviews “tally sheets” prepared

by our company’s Global People division. These tally sheets

summarize the total value of the compensation realizable by

each NEO for the upcoming fiscal year and quantify the value

of each element of that compensation, including perquisites

and other benefits. The tally sheets also quantify the amounts

that would be owed to each NEO upon retirement or separation

from our company.

Shareholder Feedback. Our shareholders have expressed

support for our executive compensation program at each

of our last four annual shareholders’ meetings. The CNGC

considered that support, as well as other feedback from our

shareholders, when designing our executive compensation

program and establishing our NEOs’ compensation opportunities

for fiscal 2016.

What are our practices for granting equity awards?Timing of Equity Awards. The CNGC meets each January

to approve and grant annual equity awards to our Executive

Officers, including our NEOs, for the upcoming fiscal year.

Because of the timing of these meetings, these equity grants

are reported in the executive compensation tables appearing

in this proxy statement as granted during the prior fiscal year.

The CNGC meets again in February and/or March to establish

the performance goals applicable to the performance share

units and any other performance-based equity granted at the

January meeting.

Any special equity grants to Executive Officers during the year

are approved by the CNGC at a meeting or by unanimous

written consent.

Option Exercise Prices. We have not granted stock options

to our Executive Officers since 2007, and stock options are

not currently a part of our executive compensation program.

If and when we grant stock options in the future, the exercise

price will be equal to the fair market value of our common

stock on the date of grant.

Does the CNGC take tax consequences into account when setting executive compensation?Yes. Section 162(m) of the Internal Revenue Code provides

that compensation in excess of $1,000,000 paid to certain of

our NEOs is generally not deductible by our company unless it

is performance-based. The CNGC considers the deductibility

of the compensation paid to our NEOs when designing and

approving executive compensation. A significant portion of the

compensation awarded to our NEOs is intended to satisfy the

requirements for deductibility under Section 162(m). Additionally,

early in fiscal 2017, the CNGC adopted a policy requiring our

“covered employees” to defer annual restricted stock grants

until after they separate from employment from Walmart,

subject to certain exceptions. However, to maintain flexibility

to compensate our Executive Officers in a manner designed to

promote our long-term goals and objectives, the CNGC has not

adopted a policy that all compensation must be deductible or

have the most favorable tax or accounting treatment available

to our company. Rather, in certain circumstances, the CNGC

may determine that it is in the best interests of our company to

award a particular form of compensation, even if our company

may not be able to deduct all of that compensation under

federal tax laws.

Do we have employment agreements with our NEOs?We do not have employment agreements with any of our NEOs. Our NEOs and other Executive Officers are employed on an

at-will basis.

Do we have severance agreements with our NEOs?We have entered into a post-termination and non-competition

agreement with each NEO. Each agreement provides that, if

we terminate the NEO’s employment for any reason other than

his or her violation of company policy, we will generally pay the

NEO an amount equal to two times the NEO’s base salary,

one-fourth of which is paid upon termination of employment

and the balance of which is paid in installments commencing

six months after separation.

Under these agreements, each NEO has agreed that for a period

of time following his or her termination of employment, he or

she will not participate in a business that competes with us and

will not solicit our Associates for employment. For purposes of

these agreements, a competing business generally means any

retail, wholesale, or merchandising business that sells products

of the type sold by Walmart with annual revenues in excess of

certain thresholds. These agreements reduce the risk that any



of our former NEOs would use the skills and knowledge they

gained while with us for the benefit of one of our competitors

during a reasonable period after leaving our company. We do

not have any contracts or other arrangements with our NEOs

that provide for payments or other benefits upon a change in

control of our company.

See “Potential Payments Upon Termination or Change in

Control” beginning on page 73 for more information.

Does our compensation program contain any provisions addressing the recovery or non-payment of compensation in the event of misconduct?Yes. Our MIP and our Stock Incentive Plan both provide that we

will recoup awards to the extent required by Walmart policies.

Furthermore, our MIP provides that, in order to be eligible to

receive an incentive payment, the participant must have complied

with our policies, including our Global Statement of Ethics, at

all times. It further provides that if the CNGC determines, within

twelve months following the payment of an incentive award, that

prior to the payment of the award, a participant has violated any

of our policies or otherwise committed acts detrimental to the

best interests of our company, the participant must repay the

incentive award upon demand. Similarly, our Stock Incentive

Plan provides that if the CNGC determines that an Associate

has committed any act detrimental to the best interests of

our company, he or she will forfeit all unexercised options and

unvested Shares of restricted stock and performance shares.

In addition, both the MIP and the Stock Incentive Plan provide

that all awards under these plans, whether or not previously

paid or deferred, will be subject to the company’s policies and

applicable law regarding clawbacks in effect from time to time.

Are our NEOs subject to any minimum requirements regarding ownership of our stock?Yes. Our senior officers have been subject to stock ownership

guidelines since 2003. In June 2013, our Board strengthened

the stock ownership guidelines applicable to our CEO and

senior officers, as follows:

our CEO must maintain beneficial ownership of unrestricted

Shares having a market value equal to seven times his

current annual base salary; and

our other NEOs and certain other senior officers must

maintain beneficial ownership of unrestricted Shares having

a market value equal to five times his or her current annual

base salary.

The CEO and other senior officers must satisfy these stock

ownership guidelines no later than the fifth anniversary of his or

her appointment to a position covered by the stock ownership

guidelines. If any covered officer is not in compliance with

these stock ownership guidelines, he or she may not sell or

otherwise dispose of more than 50 percent of any Shares that

vest pursuant to any equity award until such time as he or she

is in compliance with the guidelines and such sale would not

cause the covered officer to cease to be in compliance with

the guidelines. Further, as noted below, any pledged Shares

would not be counted when determining whether the officer

is in compliance with the guidelines. Currently, each of our

NEOs is in compliance with our stock ownership guidelines,

as illustrated by the following graph:

D. McMillon R. Brewer N. AsheC. Holley

Multiple ofBase Salary

14.412.1

16.2

43.4

Actual Share Ownership*

0

5

10

15

20

25

30

45

50

*Assumes a stock price of $69.06/Share, which was the closing price of a share on

April 1, 2016. Includes Shares that have vested and been deferred. Does not include

Shares that have not yet vested or Shares underlying options. Due to their recent

promotions, Mr. Cheesewright, Mr. Foran and Mr. Biggs have not yet reached their

required compliance dates under our stock ownership guidelines. We expect that

Mr. Cheesewright, Mr. Foran and Mr. Biggs will satisfy their stock ownership

requirements by their required compliance dates.

Minimum Share Ownership Requirement

CEO: 7 timesbase salary

Other NEOs: 5 times base salary

40

35



Are there any restrictions on an NEO’s ability to engage in transactions involving Walmart stock?Yes. Our Insider Trading Policy contains the following restrictions:

Our directors and Executive Officers may trade in our stock

only during open window periods, and then only after they

have pre-cleared transactions with our Corporate Secretary.

Our directors and Executive Officers may not enter into

trading plans pursuant to SEC Rule 10b5-1 without having

such plans pre-approved by our Corporate Secretary.

Our directors and Executive Officers may not at any time

engage in hedging transactions (such as swaps, puts and

calls, collars, and similar financial instruments) that would

eliminate or limit the risks and rewards of Walmart stock

ownership.

Our directors and Executive Officers may not at any time

engage in any short selling, buy or sell options, puts or calls,

whether exchange-traded or otherwise, or engage in any other

transaction in derivative securities that reflects speculation

about the price of our stock or that may place their financial

interests against the financial interests of our company.

Our directors and Executive Officers are prohibited from

using Walmart stock as collateral for any margin loan.

Before using Walmart stock as collateral for any other

borrowing, our directors and Executive Officers must satisfy

the following requirements:

–The pledging arrangement must be pre-approved by

Walmart’s Corporate Secretary; and

–Any Walmart Shares pledged will not be counted when

determining whether the director or Executive Officer is in

compliance with our stock ownership guidelines.

Currently, none of our Independent Directors or Executive

Officers has any pledging arrangements in place involving

Walmart stock. One Outside Director not standing for reelection

has pledged Shares representing less than one percent of his

sole and shared beneficial ownership of Shares as security for

a line of credit, as disclosed on page 76 under “Holdings of

Officers and Directors.”

Risk Considerations in our Compensation Program

The CNGC, pursuant to its charter, is responsible for reviewing

and overseeing the compensation and benefits structure

applicable to our Associates generally, including any risks that

may arise from our compensation program. We do not believe

that our compensation policies and practices for our Associates

give rise to risks that are reasonably likely to have a material

adverse effect on our company. In reaching this conclusion,

we considered the following factors:

Our compensation program is designed to provide a mix of

both fixed and variable incentive compensation.

Our performance-based compensation is balanced between

an annual incentive and a long-term incentive program. We

believe this design mitigates any incentive for short-term

risk-taking that could be detrimental to our company’s

long-term best interests.

Our incentive compensation programs reward performance

based on a mix of operating income-based metrics; sales-

based metrics; and return on investment. We believe that

this mix of performance metrics mitigates any incentive to

seek to maximize performance under one metric to the

detriment of performance under other metrics. For example,

our long-term performance share plan is based equally on

sales and ROI performance. We believe that this structure

mitigates any incentive to pursue strategies that would

increase our sales at the detriment of ROI performance.

The CNGC regularly reviews the mix and weightings of the

performance metrics used in our incentive compensation

programs and has concluded that they are aligned with our

strategy and provide appropriate incentives to encourage

sustainable shareholder value creation.

Maximum payouts under both our annual cash incentive

plan and our performance share unit program are capped at

125 percent and 150 percent of target payouts, respectively.

We believe that these limits mitigate excessive risk-taking,

since the maximum amount that can be earned in a single

performance cycle is limited.

A significant percentage of our management’s incentive

compensation is based on the performance of our total

company. This is designed to mitigate any incentive to

pursue strategies that might maximize the performance of

a single operating segment or area of responsibility to the

detriment of our company as a whole.

Our senior executives are subject to robust stock ownership

guidelines, which we believe motivate our executives to

consider the long-term interests of our company and our

shareholders and discourage excessive risk-taking that

could negatively impact our stock price.

Our performance-based incentive compensation programs

are designed with payout curves that are relatively smooth

and do not contain steep payout “cliffs” that might encourage

short-term business decisions in order to meet a payout

threshold.

Our Executive Officers’ cash incentive payments are subject

to reduction or elimination if compliance objectives are not

satisfied.

Finally, our cash incentive plan and our Stock Incentive Plan

both contain robust “clawback” provisions under which awards

may be recouped or forfeited if an Associate has not complied

with our policies, including our Global Statement of Ethics, or

has committed acts detrimental to the best interests of our

company.



Compensation Committee ReportThe CNGC has reviewed and discussed with our company’s management the CD&A included in this proxy statement and,

based on that review and discussion, the CNGC recommended to the Board that the CD&A be included in this proxy statement.

The CNGC submits this report:

Aida M. Alvarez

Marissa A. Mayer

Steven S Reinemund

Kevin Y. Systrom

Linda S. Wolf, Chair

Compensation Committee Interlocks and Insider Participation

None of the directors who served on the CNGC at any time

during fiscal 2016 were officers or Associates of Walmart or

were former officers or Associates of Walmart. Further, none

of the members who served on the CNGC at any time during

fiscal 2016 had any relationship with our company requiring

disclosure under the section of this proxy statement entitled

“Related Person Transactions.” Finally, no Executive Officer

serves, or in the past fiscal year has served, as a director of, or

as a member of the compensation committee (or other board

committee performing equivalent functions) of, any entity that

has one or more of its executive officers serving as a director

of Walmart or as a member of the CNGC.



Summary Compensation

Name and Principal Position(a)

FiscalYear

endedJan. 31

(b)

Salary ($) (c)

Bonus ($) (d)

Stock Awards

($) (e)

Non-Equity Incentive Plan Compensation

($) (g)

Change in Pension Value

and Nonqualified Deferred

Compensation Earnings

($) (h)

All Other Compensation

($) (i)

Total($)

C. Douglas McMillonPresident and CEO

2016 1,263,231 0 14,270,786 3,406,971 404,755 463,054 19,808,797

2015 1,200,930 0 14,597,374 2,878,272 322,359 393,673 19,392,608

2014 954,408 0 23,011,020 1,035,019 338,400 254,091 25,592,938

Charles M. Holley, Jr.Executive Vice President

and CFO

2016 942,112 0 0 1,589,485 173,941 300,828 3,006,366

2015 885,165 0 4,798,975 1,349,190 137,129 261,382 7,431,841

2014 793,617 0 6,227,241 827,762 140,435 210,336 8,199,391

M. Brett BiggsExecutive Vice President

and CFO

2016 623,126 0 6,864,337 924,965 81,490 119,140 8,613,058

Gregory S. ForanExecutive Vice President

2016 976,334 0 7,035,147 2,491,090 5,929 1,035,779 11,544,279

2015 846,910 500,000 15,781,823 1,273,491 4,084 1,128,815 19,535,123

David CheesewrightExecutive Vice President

2016 1,033,037 500,939 5,880,740 2,470,649 0 286,240 10,171,605

2015 1,152,850 551,852 5,598,373 2,503,814 605,579 252,586 10,665,054

Rosalind G. BrewerExecutive Vice President

2016 921,202 0 5,570,944 1,812,431 20,130 130,018 8,454,725

2015 893,819 0 6,698,382 1,711,746 11,051 245,237 9,560,235

2014 843,544 0 9,181,738 1,281,066 8,166 349,909 11,664,423

Neil M. AsheExecutive Vice President

2016 1,000,058 0 7,499,377 2,072,591 5,746 253,394 10,831,166

2015 935,303 0 6,648,142 1,618,926 2,205 232,199 9,436,775

2014 843,544 0 11,252,483 1,030,705 842 51,169 13,178,743


Name and Principal Position and Fiscal Year ended Jan. 31 (columns (a) and (b))

Disclosure regarding Ms. Brewer’s compensation for fiscal 2016 is not required under SEC rules. Nevertheless, we have included compensation information for Ms. Brewer on the

same basis as our other NEOs. We chose to include this information for continuity purposes, as we expect that the executive officers required to be included as NEOs will vary from

year-to-year among the executives included in the table.

Mr. Foran and Mr. Cheesewright were NEOs for the first time in fiscal 2015. Accordingly, only information relating to their fiscal 2015 and fiscal 2016 compensation is included in the

compensation tables and related disclosures. Mr. Biggs was an NEO for the first time in fiscal 2016. Accordingly, only information relating to his fiscal 2016 compensation is included

in the compensation tables and related disclosures.

Salary (column (c))

Represents salaries earned during the fiscal years shown. Mr. Cheesewright’s salary is paid in Canadian dollars, and is reported here using an average exchange rate during fiscal

2016 of 1 CAD = 0.7730 USD, and during fiscal 2015 of 1 CAD = 0.8984 USD. Mr. McMillon and Mr. Holley elected to defer $130,000 and $312,000 of their fiscal 2016 base

salaries, respectively, in each case under the Deferred Compensation Matching Plan. See page 72 for further details.

Bonus (column (d))

The fiscal 2016 amount for Mr. Cheesewright represents an additional cash incentive based on Mr. Cheesewright’s individual performance during fiscal 2016, as further described in the

CD&A on page 55. The amount for Mr. Cheesewright was paid in Canadian dollars, and is reported here using an average exchange rate during fiscal 2016 of 1 CAD = 0.7730 USD.

Stock Awards (column (e))

The CNGC generally grants equity awards to our Executive Officers each January, just prior to the end of our fiscal year, that are intended as part of each Executive Officer’s compensation

opportunity for the following year. Under the SEC’s rules, however, these awards are reported as compensation for the year in which the grant date falls. Accordingly, this column

includes, for each NEO, an award of restricted stock (or, in the case of Mr. Cheesewright, restricted stock units) and performance share units approved by the CNGC on January 25,

2016. This column also includes, for Mr. Biggs, his fiscal 2016 annual award, which was made in April 2015 prior to his promotion to his current position. As described on page 55 of

the CD&A, Mr. Biggs was also granted additional “feather in” performance share units during fiscal 2016, as is customary when executives are promoted to significantly larger roles.

The value of these additional awards are included in the amount in this column for Mr. Biggs.

In accordance with SEC rules, the amounts included in this column are the grant date fair value for awards granted in the fiscal years shown, computed in accordance with the stock-

based compensation accounting rules that are a part of GAAP (as set forth in Financial Accounting Standards Board’s Accounting Standards Codification Topic 718), but excluding

the effect of any estimated forfeitures of such awards.



The number of performance share units that vest, if any, depends on whether we achieve certain levels of performance with respect to certain performance measures. The grant date

fair values of the performance share units included in this column are based on payouts at target, which we have determined, in accordance with the stock-based compensation

accounting rules, to be the probable levels of achievement of the performance goals related to those awards. The table below shows the grant date fair value of the performance share

awards granted to each NEO during fiscal 2016, assuming that: (i) our performance with respect to those performance measures will be at target levels (i.e., probable performance);

and (ii) our performance with respect to those performance measures will be at levels that would result in a maximum payout. The grant date fair value of each performance share

unit was determined based on the closing price of a Share on the NYSE on the grant date discounted for the expected dividend yield for such Shares during the vesting period:

Name

Fiscal Year

of Grant

Grant Date Fair Value (Probable

Performance)

($)

Grant Date Fair Value (Maximum

Performance)

($)

C. Douglas McMillon 2016 10,428,317 15,642,476

M. Brett Biggs 2016 5,864,338 8,796,565

Gregory S. Foran 2016 4,410,157 6,615,235

David Cheesewright 2016 4,410,157 6,615,235

Rosalind G. Brewer 2016 4,070,923 6,106,384

Neil M. Ashe 2016 4,749,391 7,124,086

Option Awards (column (f))

We have omitted this column because we did not grant any option awards to NEOs during fiscal 2016, and stock options are not currently part of our executive compensation program.

Non-Equity Incentive Plan Compensation (column (g))

These amounts represent annual cash incentive payments earned by our NEOs for performance during fiscal 2016, fiscal 2015, and fiscal 2014, respectively, but paid to our NEOs

during the following fiscal year. For Mr. Foran, this amount also includes a cash incentive payment related to his prior service as President and CEO of Walmart China, as described

in the CD&A on page 54. Mr. Cheesewright’s cash incentive is paid in Canadian dollars, and is reported here using an average exchange rate during fiscal 2016 of 1 CAD = 0.7730

USD. Certain of our NEOs elected to defer a portion of their annual cash incentive payment for fiscal 2016, as follows:

Name

Amount of Fiscal 2016

Cash Incentive Deferred

($)

C. Douglas McMillon 1,703,485

Charles M. Holley, Jr. 838,165

M. Brett Biggs 462,482

Neil M. Ashe 2,072,591

Change in Pension Value and Nonqualified Deferred Compensation Earnings (column (h))

The amounts shown in this column represent above-market interest credited on deferred compensation under our company’s nonqualified deferred compensation plans, as calculated

pursuant to Item 402(c)(2)(viii)(B) of SEC Regulation S-K. Mr. Cheesewright participates in pension plans administered by Asda, the company’s U.K. subsidiary. During fiscal 2016,

the actuarial present value of Mr. Cheesewright’s accumulated benefit in these plans decreased by $140,574 (converting from British Pounds using an average exchange rate during

fiscal 2016 of 1 GBP = 1.5235 USD. These pension plans were closed to participants in 2011, but participants’ account balances are adjusted for inflation until they begin to receive

distributions from the plan. See the Pension Benefits table on page 70 for more information.

All Other Compensation (column (i))

“All other compensation” for fiscal 2016 includes the following amounts:

Name

401(k) Plan Matching

Contributions

($)

Personal Use of

Company Aircraft

($)

Company Contributions to Deferred

Compensation Plans

($)

C. Douglas McMillon 15,900 113,738 328,899

Charles M. Holley, Jr. 15,900 93,602 186,310

M. Brett Biggs 15,900 3,809 95,809

Gregory S. Foran 15,900 105,031 0

David Cheesewright 0 188,184 9,806*

Rosalind G. Brewer 15,900 100,677 0

Neil M. Ashe 15,900 64,034 168,218

The value shown for personal use of Walmart aircraft is the incremental cost to our company of such use, which is calculated based on the variable operating costs to our company per

hour of operation, which include fuel costs, maintenance, and associated travel costs for the crew. Fixed costs that do not change based on usage, such as pilot salaries, depreciation,

insurance, and rent, are not included.

*The amount for Mr. Cheesewright was denominated in Canadian dollars, and is reported here using an average exchange rate during fiscal 2016 of 1 CAD = 0.7730 USD.



“All other compensation” for fiscal 2016 also includes the following amounts:

$116,696 in relocation expenses for Mr. Foran. Mr. Foran served on two separate expatriate assignments during fiscal 2015, and was relocated twice, first from China to Hong

Kong, and then to Walmart’s headquarters in Bentonville, Arkansas. The company paid or reimbursed standard relocation expenses in connection with these moves, including

travel, movement of household goods, and temporary housing. Mr. Foran did not receive any reimbursement for any loss on the sale of a residence. A portion of the expenses

related to these relocations was incurred in fiscal 2016.

$673,462 in tax equalization for Mr. Foran related to his prior expatriate assignments. In accordance with our tax equalization policy for all expatriates, we made certain income

tax payments on Mr. Foran’s behalf so that Mr. Foran’s effective income tax obligation was equal to what it would have been if all of his fiscal 2016 taxable income was subject

only to state and federal income taxes in the U.S.

$117,042 in tax gross-ups for Mr. Foran related to: (i) Mr. Foran’s relocation benefits described above, and (ii) tax preparation services provided to Mr. Foran related to his prior

expatriate service.

$76,715 in tax gross-ups for Mr. Cheesewright related to: (i) Mr. Cheesewright’s use of corporate aircraft to travel from his residence in Canada to the company’s headquarters

in Bentonville, Arkansas, and (ii) tax preparation services provided to Mr. Cheesewright related to his prior expatriate service.

Certain of the amounts for Mr. Foran described above were paid in Chinese Yuan Renminbi (CNY) and have been reported here using an average exchange rate during fiscal 2016

of 1 CNY = 0.1594 USD.

The amounts in this column for fiscal 2016 also include tax gross-up payments to our other NEOs in amounts less than $10,000. The amounts in this column for fiscal 2016 also

include the cost of term life insurance premiums for each of our NEOs and physical examinations for Mr. Biggs, Mr. Foran, Ms. Brewer, and Mr. Ashe, as well as the cost of tax

preparation services for Mr. Foran and Mr. Cheesewright related to their prior expatriate service. The values of these personal benefits are based on the incremental aggregate cost

to our company and are not individually quantified because none of them individually exceed the greater of $25,000 or 10% of the total amount of perquisites or personal benefits

provided to such NEO.



Fiscal 2016 Grants of Plan-Based Awards

NameGrant Date

Estimated Future Payouts Under Non-Equity Incentive Plan Awards

Estimated Future Payouts Under Equity Incentive Plan Awards

All Other Stock

Awards: Number of Shares of Stock or

Units (#) (i)

Grant Date Fair Value

of Stock and Option

Awards ($) (l)

Threshold ($) (c)

Target ($) (d)

Maximum ($) (e)

Threshold (#) (f)

Target (#) (g)

Maximum (#) (h)

C. Douglas

McMillon

1,526,400 4,070,400 5,088,000

1/25/16 90,839(1) 181,678(1) 272,517(1) 10,428,317

1/25/16 60,559(6) 3,842,469

M. Brett Biggs 637,500 1,700,000 2,125,000

1/25/16 17,731(1) 35,461(1) 53,192(1) 2,035,461

1/25/16 13,086(2) 26,171(2) 39,257(2) 1,555,604

1/25/16 12,846(3) 25,692(3) 38,538(3) 1,579,030

4/2/15 4,645(4) 9,290(4) 13,935(4) 694,242

1/25/16 11,820(6) 749,979

4/2/15 3,097(6) 250,021

Gregory S.

Foran

904,868 2,412,982 3,016,227

1/25/16 38,416(1) 76,832(1) 115,248(1) 4,410,157

1/25/16 15,760(5) 999,972

1/25/16 25,611(6) 1,625,018

David

Cheesewright

990,920 2,642,452 3,303,065

1/25/16 38,416(1) 76,832(1) 115,248(1) 4,410,157

1/25/16 25,611(7) 1,470,584

Rosalind G.

Brewer

851,007 2,269,351 2,836,689

1/25/16 35,461(1) 70,922(1) 106,383(1) 4,070,923

1/25/16 23,641(6) 1,500,021

Neil M. Ashe 931,224 2,483,263 3,104,079

1/25/16 41,371(1) 82,742(1) 124,113(1) 4,749,391

1/25/16 15,760(5) 999,972

1/25/16 27,581(6) 1,750,014

As a result of his retirement, Mr. Holley did not receive any equity awards during fiscal 2016 and is not eligible to earn any additional non-equity incentive awards. Therefore, he is

omitted from this table.


Estimated Future Payments Under Non-Equity Incentive Plan Awards (columns (c), (d) and (e))

The amounts in these columns represent the threshold, target, and maximum amounts of potential annual cash incentive payments that may be earned by our NEOs under the

Management Incentive Plan for performance during fiscal 2017. The performance measures and weightings applicable to these awards for each of our NEOs are as follows:

Name Weighting

C. Douglas McMillon 75% Total Company Operating Income 25% Total Company Sales

M. Brett Biggs 75% Total Company Operating Income 25% Total Company Sales

Gregory S. Foran 25% Total Company Operating Income

50% Walmart U.S. Operating Income

25% Walmart U.S. Sales

David Cheesewright 25% Total Company Operating Income

50% Walmart International Operating Income

25% Walmart International Sales

Rosalind G. Brewer 25% Total Company Operating Income

50% Sam’s Club Operating Income

25% Sam’s Club Sales

Neil M. Ashe 20% Total Company Operating Income

20% Global eCommerce Operating Income

25% Total Company Sales

35% Global eCommerce Gross

Merchandise Value

The CD&A provides additional information regarding our annual cash incentive plan. The amounts for Mr. Cheesewright are payable in Canadian dollars and are reported in these

columns using an exchange rate of 1 CAD = 0.7730 USD, which is an average exchange rate during fiscal 2016.



Estimated Future Payouts Under Equity Incentive Plan Awards (columns (f), (g), and (h))

The amounts in these columns marked with a (1), (2) and (3) represent the threshold, target, and maximum number of Shares that may vest with respect to performance share units

granted during fiscal 2016. Holders of performance share units do not earn dividends or enjoy other rights of shareholders until such performance share units have paid out. The

CD&A provides additional information regarding our performance share program and the related performance measures. The CNGC annually establishes performance measures and

goals for each fiscal year within each performance period. For fiscal 2017, the applicable performance measures are: (i) return on investment; and (ii) sales growth of our company

or one of its operating segments, depending on each NEO’s primary area of responsibility. Each NEO’s performance measure weighting for fiscal 2017 is as follows:

Name Weighting

C. Douglas McMillon 50% Total Company Return on Investment 50% Total Company Sales

M. Brett Biggs 50% Total Company Return on Investment 50% Total Company Sales

Gregory S. Foran 50% Total Company Return on Investment 50% Walmart U.S. Sales

David Cheesewright 50% Total Company Return on Investment 50% Walmart International Sales

Rosalind G. Brewer 50% Total Company Return on Investment 50% Sam’s Club Sales

Neil M. Ashe 50% Total Company Return on Investment 50% Total Company Sales

Amounts marked with a (1) are performance share units with a performance cycle ending January 31, 2019, with vesting based on an average of performance compared to the

applicable performance goals during fiscal 2017, fiscal 2018, and fiscal 2019.


applicable performance goals during fiscal 2017 and fiscal 2018.





The additional amounts marked with a (5) represent performance-based restricted stock granted to Mr. Foran and Mr. Ashe. One half of these shares are scheduled to vest on January 31,

2017, and the other half on January 31, 2018, so long as the applicable performance goals are satisfied. In order for one-half of the shares granted to Mr. Foran to vest, Walmart

U.S. must meet a specified goal with respect to operating, selling, general and administrative expenses during fiscal 2017. In order for one-half of the shares granted to Mr. Ashe

to vest, Walmart must meet a specified expansion goal with respect to the availability of Walmart’s online grocery services in the U.S. by the end of fiscal 2017. The vesting of the

other half of these shares will be conditioned on fiscal 2018 performance goals to be established by the CNGC at a later date.

All Other Stock Awards: Number of Shares of Stock or Units (column (i))

The amounts in this column represent Shares of restricted stock and restricted stock units granted under the Stock Incentive Plan. Restricted stock and restricted stock units vest based

on the continued service of the NEO as an Associate through the vesting date. Amounts marked with a (6) are Shares of restricted stock scheduled to vest on the third anniversary

of the grant date, and amounts marked with a (7) are restricted stock units scheduled to vest on the third anniversary of the grant date.

All Other Option Awards: Number of Securities Underlying Options and Exercise or Base Price of Option Awards (columns (j) and (k))

These columns are omitted because options are not currently part of our executive compensation program and Walmart did not grant options to NEOs during fiscal 2016.

Grant Date Fair Value of Stock and Option Awards (column (l))

Fair values of equity awards are computed in accordance with the stock-based compensation accounting rules, and exclude the effect of any estimated forfeitures. The grant date

fair values of performance share units are based on the probable outcome of those awards on the date of grant. The fair value of performance share units and restricted stock units

is discounted for the expected dividend yield during the vesting period. The grant date fair value of the equity awards awarded on January 25, 2016 was determined based on a per-

Share amount of $63.45, which was the closing price of a Share on the NYSE on that date. Performance share units granted on January 25, 2016 with a performance cycle ending

January 31, 2019 were valued using a discounted per-Share value of $57.40. Performance share units granted on January 25, 2016 with a performance cycle ending January 31,

2018 were valued using a discounted per-Share value of $59.44. Performance share units granted January 25, 2016 with a performance cycle ending January 31, 2017 were

valued using a discounted per-Share value of $61.46. Performance share units granted on April 2, 2015 with a performance cycle ending January 31, 2018 were valued using a

discounted per-Share value of $74.73. Restricted stock units granted on January 25, 2016 with a vesting date of January 25, 2019 were valued using a discounted per-Share value

of $57.42. Restricted stock granted on April 2, 2015 was valued at $80.73/Share, which was the closing price of a Share on the NYSE on that date.



Outstanding Equity Awards at Fiscal 2016 Year-End

Name

Option Awards Stock Awards

Number ofSecurities

UnderlyingUnexercised

Options (#)Exercisable

Number ofSecurities


Options (#)Unexercisable

Equity Incentive

PlanAwards:

Number ofSecurities


UnearnedOptions

(#)

OptionExercise

Price($)

OptionExpiration

Date

Numberof Shares

or Unitsof Stock

ThatHave Not

Vested(#)(g)

MarketValue of

Shares orUnits of

Stock That Have Not

Vested($)(h)

EquityIncentive

Plan Awards:Number ofUnearned

Shares,Units or Other

Rights ThatHave Not

Vested(#)(i)

EquityIncentive Plan

Awards:Market or

Payout Valueof Unearned

Shares, Unitsor Other

Rights ThatHave Not

Vested($)(j)

C. Douglas

McMillon

75,063 47.96 1/21/2017 152,623 10,128,062 457,871 30,384,320

Charles M.

Holley, Jr.*

0 0 74,161 4,921,324

M. Brett

Biggs

35,883 2,381,196 106,383 7,059,576

Gregory S.

Foran

70,040 4,647,854 202,600 13,444,536

David

Cheesewright

62,691 4,160,175 188,073 12,480,524

Rosalind G.

Brewer

8,071 48.32 10/14/2016 84,673 5,618,900 182,163 12,088,337

2,723 47.26 3/11/2017

Neil M. Ashe 95,093 6,310,371 228,283 15,148,860

* All unvested and unearned equity awards held by Mr. Holley were forfeited as of his retirement on February 1, 2016.


Number of Shares or Units of Stock that Have Not Vested (column (g))

The amounts in this column represent Shares of restricted stock and restricted stock units with service-based vesting requirements (restricted stock units are identified with an

asterisk in the table below), scheduled to vest in amounts and on the dates shown in the following table:

Vesting Date

C. Douglas

McMillon

M. Brett

Biggs

Gregory

Foran

David

Cheesewright

Rosalind G.

Brewer

Neil M.

Ashe

February 13, 2016 — 5,503 — — — —

February 15, 2016 — — 2,381* — — —

April 5, 2016 — 3,204 2,563* — — —

May 31, 2016 — — 9,769* — — —

November 28, 2016 — — 2,918 — — —

December 13, 2016 — — — — — 13,437

January 24, 2017 48,710 — — 20,156* 20,156 23,515

January 28, 2017 — — — — 10,815 10,815

February 7, 2017 — 9,003 — — — —

April 4, 2017 — 3,256 2,605* — — —

August 22, 2017 — — 3,404* — — —

September 25, 2017 — — — — 13,137 —

January 26, 2018 43,354 — 18,335 16,924* 16,924 19,745

February 15, 2018 — — 2,454* — — —

March 13, 2018 — 3,097 — — — —

January 25, 2019 60,559 11,820 25,611 25,611* 23,641 27,581

Market Value of Shares or Units of Stock That Have Not Vested (column (h))

This column shows the market value of the Shares of restricted stock and restricted stock units in column (g), based on the closing price of a Share on the NYSE on the last trading

day of fiscal 2016 ($66.36 on January 29, 2016).



Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (column (i))

The amounts in this column represent performance share units held by our NEOs, the vesting of which is subject to our company meeting certain performance goals as described in the

CD&A and in the notes to the Summary Compensation and Fiscal 2016 Grants of Plan-Based Awards tables. The amounts in this column assume that performance share units will vest

at target levels. The target number of Shares scheduled to vest for each of the NEOs on January 31, 2017, 2018, and 2019 if target level performance goals are met are as follows:

Name

Scheduled to Vest

1/31/2017

Scheduled to Vest

1/31/2018

Scheduled to Vest

1/31/2019

C. Douglas McMillon 146,130 130,063 181,678

Charles M. Holley, Jr. 40,312* 33,849* 0

M. Brett Biggs 35,461 35,461 35,461

Gregory S. Foran 62,884 62,884 76,832

David Cheesewright 60,468 50,773 76,832

Rosalind G. Brewer 60,468 50,773 70,922

Neil M. Ashe 78,426 67,115 82,742

* These performance share units were forfeited upon Mr. Holley’s retirement on February 1, 2016.

These numbers also include 15,760 Shares of performance-based restricted stock held by Mr. Foran and 15,760 Shares of performance-based restricted stock held by Mr. Ashe

scheduled to vest one half on January 31, 2017 and one-half on January 31, 2018. The vesting of these Shares is contingent on satisfying the performance goals described in the

CD&A and in the notes to the Fiscal 2016 Grants of Plan-Based Awards table.

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (column (j))

This column shows the market value of the performance share units in column (i), assuming target payouts and based on the closing price of a Share on the NYSE on the last trading

day of fiscal 2016 ($66.36 on January 29, 2016).

Fiscal 2016 Option Exercises and Stock Vested

Name

Option Awards Stock Awards

Number ofShares

Acquiredon Exercise

(#)

Value Realizedon Exercise

($)(c)

Number ofShares

Acquired on Vesting

(#)(d)

ValueRealized on

Vesting($)(e)

C. Douglas McMillon 15,660 226,577 152,678 10,082,011

Charles M. Holley, Jr. 121,447 8,109,132

M. Brett Biggs 22,822 1,639,577

Gregory S. Foran 52,435 3,494,874

David Cheesewright 50,346 3,345,995

Rosalind G. Brewer 69,862 4,879,965

Neil M. Ashe 63,798 4,199,298


Value Realized on Exercise (column (c))

This amount equals the difference between the market price of a Share on the NYSE on the exercise date and the option exercise price, multiplied by the number of Shares acquired

upon exercise.

Number of Shares Acquired on Vesting (column (d))

12,560 of the shares shown for Mr. Foran represent the vesting of cash-settled awards. The receipt of certain of the shares shown in this column was deferred until a future date,

as shown on the table below:

Name

Shares Deferred

(#)

C. Douglas McMillon 106,605

Charles M. Holley, Jr. 105,879

M. Brett Biggs 10,337

Gregory S. Foran 3,024

Rosalind G. Brewer 67,414

Neil M. Ashe 31,464

Value Realized on Vesting (column (e))

The values in this column equal the number of Shares vested multiplied by the fair market value of a Share, as defined in the Stock Incentive Plan, on the various vesting dates.



Pension Benefits

Name Plan Name

Number of Years Credited

Service (#)

Present Value of Accumulated

Benefit ($)(1)

Payments During Last

Fiscal Year ($)

David Cheesewright

Asda Group Pension Scheme 11.5 1,922,657 0

Asda Unfunded Unapproved

Retirement Benefit Scheme 11.1 1,995,785 0

(1) These amounts were valued in Great British Pounds (GBP) and have been reported here using average currency exchange rates during fiscal 2016 of 1 GBP = 1.5235 USD.

In connection with his former employment with Asda,

Mr. Cheesewright is a participant in the Asda Group Pension

Scheme, the pension plan for colleagues of Asda. The plan

provides for an annual pension, payable for life, based on the

participant’s years of participation in the plan and salary at the

date of retirement from Asda. Pension benefits are generally

payable beginning at age 60, but a participant may receive

payments beginning at age 55, subject to a reduction in the

pension amount. Both before and after payment commences,

the pension amount increases in line with inflation, subject to

an annual limitation. On death either before or after payment

commences, the plan provides for payment of spouse’s and

dependents’ pensions. Mr. Cheesewright’s balance in this plan

was partially funded by his own contributions to the plan and

partially funded by Asda. The Asda Group Pension Plan was

frozen to new contributions in February 2011.

Also in connection with his former employment with Asda,

Mr. Cheesewright participates in the Asda Unfunded Unapproved

Retirement Benefits Scheme, a non-tax qualified pension plan

which commenced in January 2000 and was open to Asda

colleagues with salary in excess of the salary cap that applied

in the Asda Group Pension Scheme. The Asda Unfunded

Unapproved Retirement Benefits Scheme provides benefits

using the same accrual formula as the Asda Group Pension

Scheme, but benefits are limited according to a salary cap

based on seniority. Mr. Cheesewright did not contribute to

this plan and his plan balance was funded by Asda. The Asda

Unfunded Unapproved Retirement Benefits Scheme was frozen

to new participants in February 2011.

The table above reflects the present value of benefits accrued

by Mr. Cheesewright from the Asda Group Pension Scheme

and the Asda Unfunded Unapproved Retirement Benefits

Scheme. The amount was computed in accordance with

U.S. GAAP using the following assumptions: (i) a retirement

age of 60 (the earliest age at which Mr. Cheesewright could

retire without any benefit reduction due to age); (ii) an annual

salary increase of 3.0%; and (iii) an assumed inflation rate

of 1.25% per year.

Fiscal 2016 Nonqualified Deferred Compensation

Name

ExecutiveContributions

in Last FY($)(b)

CompanyContributions

in Last FY($)(c)

AggregateEarnings in

Last FY($)(d)

AggregateWithdrawals/Distributions

($)(e)

AggregateBalance

at Last FYE($)(f)

C. Douglas McMillon 8,856,342 328,899 2,154,524 4,405,360 63,418,718

Charles M. Holley, Jr. 8,223,138 186,310 780,757 2,333,080 27,718,988

M. Brett Biggs 1,194,796 95,809 277,200 314,694 7,255,613

Gregory S. Foran 237,172 0 63,243 0 2,000,372

David Cheesewright 0 9,806* (515)* 0 9,291*

Rosalind G. Brewer 4,708,945 0 199,724 0 9,588,075

Neil M. Ashe 4,124,407 168,218 117,091 0 7,982,328

* Denominated in Canadian dollars and converted to U.S. dollars using an average exchange rate during fiscal 2016 of 1 CAD = 0.7730 USD.


Executive Contributions in Last FY (column (b))

These amounts represent salary, cash incentive payments, and/or the value of equity awards that vested during fiscal 2016 but the receipt of which was deferred. This includes

amounts earned during fiscal 2016 but credited to such NEOs’ deferred compensation accounts after the end of fiscal 2016. Salary and cash incentive payments deferred are

included in the Summary Compensation table under “Salary” and “Non-Equity Incentive Plan Compensation,” respectively, for fiscal 2016. Deferrals of equity awards were deferred

upon vesting pursuant to an election made in a prior year by the NEO or pursuant to the terms of the awards, and deferred equity is valued using the closing Share price on the

NYSE on the last trading day prior to the deferral date. The following table shows the deferred portion of each NEO’s salary, cash incentive payments, and equity awards that vested

in fiscal 2016, and the form of deferral:



Name Contributions Form of DeferralAmount

($)

C. Douglas McMillon Salary Cash 130,000

Cash Incentive Cash 1,703,485

Equity Share Units 7,022,857

Charles M. Holley, Jr. Salary Cash 312,000

Cash Incentive Cash 838,165


M. Brett Biggs Salary Cash 0

Cash Incentive Cash 462,482

Equity Share Units 732,314

Gregory S. Foran Salary Cash 0

Cash Incentive Cash 0

Equity Share Units 237,172

Rosalind G. Brewer Salary Cash 0

Cash Incentive Cash 0


Neil M. Ashe Salary Cash 0

Cash Incentive Cash 2,072,591


Company Contributions in Last FY (column (c))The amounts in this column represent participation incentive contributions under the ODCP and matching contributions to the DCMP, as shown in the table below. See “Walmart’s Deferred Compensation Plans” on page 72 for more information on company contributions under these plans. Because Mr. Ashe has not yet participated in the DCMP for three years,

his company contribution is not yet vested and is subject to forfeiture.

Name

ODCP ParticipationIncentive

($)

DCMP MatchingContributions

($)

C. Douglas McMillon 64,892 264,007

Charles M. Holley, Jr. 50,442 135,868

M. Brett Biggs 19,401 76,408

Neil M. Ashe 0 168,218

For Mr. Cheesewright, the amount in this column represents a company contribution under the Walmart Canada Deferred Profit Sharing Plan (the “DPSP”). Because Mr. Cheesewright has not participated in the DPSP for two years, his company contribution is not yet vested and is subject to forfeiture. For more information on the DPSP, see “Walmart’s Deferred Compensation Plans” on page 72.

Aggregate Earnings in Last FY (column (d))The amounts in this column represent all interest on ODCP and DCMP account balances, SERP earnings, and dividend equivalents and interest earned on dividend equivalents in equity deferral accounts under the Stock Incentive Plan during fiscal 2016, as shown in the table below. The “above market” portion of this interest and earnings is included in the fiscal 2016

amounts in the Summary Compensation table under “Change in Pension Value and Nonqualified Deferred Compensation Earnings.”

NameODCP Interest

($)

DCMPInterest

($)SERP Interest

($)

Dividend Equivalentsand Interest

($)

C. Douglas McMillon 852,368 173,245 46,369 1,082,542

Charles M. Holley, Jr. 328,892 144,533 25,915 281,417

M. Brett Biggs 134,541 74,151 8,250 60,258

Gregory S. Foran 0 14,583 0 48,660

Rosalind G. Brewer 1,476 42,187 6,467 149,594

Neil M. Ashe 0 5,023 0 112,068

For Mr. Cheesewright, the amount in this column represents a loss attributable to the investments allocated to Mr. Cheesewright’s account under the DPSP.

Aggregate Withdrawals/Distributions (column (e))The amounts in this column represent the value of Shares of previously deferred restricted stock and performance share units that were distributed during fiscal 2016. The amount reported in this column represents the fair market value of the Shares on the last trading day prior to the distribution date, plus dividend equivalents and interest on such dividend equivalents.

Aggregate Balance at Last FYE (column (f))The aggregate balance for each NEO includes certain amounts included in the Summary Compensation table in prior fiscal years, as shown in the following table. The deferred equity amounts included in the table below are valued using the closing Share price on the NYSE on the last trading day of fiscal 2016, with the exception of deferred performance shares with a performance period ending January 31, 2016 which are valued using the fair market value of a Share, as defined in the Stock Incentive Plan, on March 2, 2016, the date such

performance shares were credited to the NEOs’ deferral accounts.

Name

Amount Previously Reported onSummary Compensation Table

($)

Fiscal Years

When Reported

C. Douglas McMillon 31,246,228 2009-2015

Charles M. Holley, Jr. 18,145,224 2011-2015

Gregory S. Foran 4,084 2015

Rosalind G. Brewer 5,993,743 2013-2015

Neil M. Ashe 5,591,550 2012-2015



Walmart’s Deferred Compensation PlansUnder the Deferred Compensation Matching Plan, officers

may elect to defer base salary and cash incentive amounts

until separation of employment or until a specified payment

date. Interest accrues on amounts deferred at an interest rate

set annually based on the ten-year Treasury note yield on the

first business day of January plus 2.70%. For fiscal 2016, the

interest rate was 4.82%. In addition, our company allocates

to each participant’s account a matching contribution of up to

6% of the amount by which the participant’s base salary and

cash incentive payment exceed the then-applicable limitation in

Section 401(a)(17) of the Internal Revenue Code. A participant

is required to be employed on the last day of the fiscal year to

receive a matching contribution for that year. A participant will

become vested in the matching contribution credited to his or

her account once the participant has participated in the Deferred

Compensation Matching Plan for three plan years after his or

her initial deferral.

The Deferred Compensation Matching Plan replaced the

Officer Deferred Compensation Plan effective February 1, 2012.

Participants may no longer elect to defer amounts into the Officer

Deferred Compensation Plan. However, participants’ Officer

Deferred Compensation Plan account balances will continue

to earn interest at the same rate as Deferred Compensation

Matching Plan balances until distribution. Additionally, participants

who made contributions to the Officer Deferred Compensation

Plan in prior years continue to earn incentive contributions to

their Officer Deferred Compensation Plan accounts, as follows:

In the tenth year of continuous employment beginning

with the year the participant first made a deferral under the

Officer Deferred Compensation Plan, our company credits

the deferral account with an increment equal to 20% of

the sum of the principal amount of base salary and cash

incentive payments deferred (taking into account a maximum

amount equal to 20% of base salary) plus accrued interest

on such amounts (the “20% Increment”) in each of the first

six years of the participant’s deferrals.

In the eleventh and subsequent years of continuous

employment, the 20% Increment is credited based on the

recognized amount deferred five years earlier, plus earnings

thereon.

In addition, in the fifteenth year of continuous employment

beginning with the year the participant first made a deferral

under the Officer Deferred Compensation Plan, our company

credits the deferral account with an amount equal to 10%

of the principal amount of base salary and cash incentive

payments deferred (taking into account a maximum amount

equal to 20% of base salary) plus accrued interest on such

amount (the “10% Increment”) in each of the first six years

of the participant’s deferrals.

In the sixteenth and subsequent years of continuous

employment, the 10% Increment is credited based on the

amount deferred 10 years earlier, plus earnings thereon.

Only contributions to the Officer Deferred Compensation Plan

are taken into account for purposes of calculating the 20%

Increment and 10% Increment; contributions to the Deferred

Compensation Matching Plan are not considered.

The SERP was designed to supplement the historic profit

sharing portion of the Walmart 401(k) Plan by providing mirror

contributions to participants’ accounts in excess of applicable

compensation limits set by the Internal Revenue Service.

Because the Walmart 401(k) Plan was amended in 2011 to

eliminate the profit sharing component, the SERP was frozen

to new contributions as of January 31, 2013.

Mr. Cheesewright participates in the Walmart Canada Deferred

Profit Sharing Plan (the “DPSP”). Under the DPSP, eligible

Associates of Walmart Canada receive annual company

contributions from Walmart Canada’s profits equal to a

percentage of each eligible associate’s base salary, annual

incentive payment, and vacation pay (“earnings”). The

contribution percentage must be at least one percent of

earnings and may not exceed the limit set forth in subsection

174(5.1) of the Canada Income Tax Act. For Fiscal 2016, this

contribution amount was equal to four percent of each eligible

Associate’s earnings, subject to the Canada Income Tax Act

limitation of CAD 12,685.

DPSP participants invest their company contributions in

investment funds selected by Walmart Canada. The participant

may elect to change his or her DPSP account investment

fund selection at any time. Earnings and losses based on the

investment fund performance are credited to a participant’s

account daily.

A DPSP participant must participate in the plan for two full years

before becoming vesting in any contributions. Once vested,

a participant is entitled to payout of his or her DPSP account

only upon termination of employment with Walmart Canada

or retirement. Participants may not voluntarily withdraw any

amounts from the DPSP.

Finally, officers may also elect to defer the receipt of equity awards

granted under the Stock Incentive Plan until a specified payout

date or until after separation from employment with Walmart.

Any deferrals of vested Shares or Share units are credited with

dividend equivalents until the payout date, and these dividend

equivalents earn interest at the same rate as amounts deferred

under the Deferred Compensation Matching Plan.



Potential Payments Upon Termination or Change In ControlMost of our company’s plans and programs, including our

deferred compensation plans, contain provisions specifying the

consequences of a termination of employment. These provisions

are described below. Our company does not have any employment

agreements with its NEOs. Furthermore, our plans and programs

do not have any provisions under which our NEOs would be

entitled to payments, accelerated equity vestings, or any other

benefits upon a change in control of our company.

Retirement of Charles M. Holley, Jr. Mr. Holley retired from

Walmart effective February 1, 2016. Mr. Holley entered into a

retirement agreement with Walmart, pursuant to which Mr. Holley

will receive total transition payments of $1,899,000 over the two-

year period following his retirement date. These payments are

conditioned on Mr. Holley complying with non-competition and

non-solicitation covenants substantially similar to those described

in the following paragraph for a period of two years after his

retirement. In addition, pursuant to his retirement agreement, the

vesting of 31,390 Shares of restricted stock held by Mr. Holley

that were originally scheduled to vest between January 24, 2017

and January 26, 2018 was accelerated to January 31, 2016. The

vesting of these Shares of restricted stock is included in the Fiscal

2016 Option Exercises and Stock Vested table above.

Non-competition agreements. Our company has entered into

an agreement with each of our NEOs under which each NEO is

prohibited from participating in a business that competes with

our company and from soliciting our company’s Associates

for employment after his or her employment with Walmart

terminates for a specified period of time. For purposes of these

agreements, a “competing business” includes any retail, wholesale,

or merchandising business that sells products of the type sold

by our company, is located in a country in which our company

has retail operations or in which the NEO knows our company

expects to have retail operations in the near future, and has

annual retail sales revenue above certain thresholds. Except for

Mr. Cheesewright, each agreement also provides that, if Walmart

terminates an NEO’s employment for any reason other than his or

her violation of Walmart policy, our company will generally pay the

NEO an amount equal to two times the NEO’s base salary over a

two-year period. In the case of Mr. Cheesewright, the company

would be obligated to pay him an amount equal to one year of base

salary, an amount equal to his average cash incentive payment

over the prior three years, and the cost of health and dental care

for one year. In the event of a breach of the restrictive covenants

contained in the agreement, the NEO would no longer have a

right to receive additional payments, and the company would

have a right to recoup any payments previously made. Using

each NEO’s base salary as of January 31, 2016, the maximum

total payments by our company to each continuing NEO under

such termination circumstances would be as follows:

C. Douglas McMillon $ 2,544,000

M. Brett Biggs $ 1,700,000

Gregory S. Foran $ 1,957,000

David Cheesewright $ 3,212,922*

Rosalind G. Brewer $ 1,845,000

Neil M. Ashe $ 2,014,000

* converted from Canadian dollars to US dollars using an exchange rate of

1:0.7730, which was an average exchange rate during fiscal 2016.

Equity awards. Certain equity awards held by our NEOs provide

for accelerated vesting in the event employment is terminated

due to death or disability:

Restricted stock and restricted stock units. Under the terms

of most of our outstanding equity awards, in the event of the

death of an NEO after his or her tenth year of service with our

company, all unvested restricted stock and restricted stock

units held by such NEO granted during the prior three years

would generally vest. In addition, certain restricted stock and

restricted stock units held by our NEOs provide that any

Shares that would have vested within 90 days of his or her

termination of employment due to death or disability would

immediately vest. Upon termination of employment for any

other reason, unvested restricted stock and restricted stock

units do not vest and are forfeited. The following table shows

the value of all unvested restricted stock and restricted stock

units that would have vested upon the death or disability

of certain of our NEOs on January 31, 2016 (based on the

closing price of a Share on the NYSE on the last trading day

of the fiscal year ($66.36 on January 29, 2016)):

Upon Death($)

UponDisability

($)C. Douglas McMillon 10,128,062 0

M. Brett Biggs 1,362,172 577,797

Gregory S. Foran 328,084 328,084

David Cheesewright 1,699,546 0

Rosalind G. Brewer 717,683 0

Neil M. Ashe 717,683 0

Performance share units. Certain performance share units

held by our NEOs provide that in the event of the NEO’s

death after 10 years of service with our company, his or her

performance share units would vest in an amount equal to the

number that would have vested at the end of the applicable

performance cycle. Additionally, certain performance share unit

awards provide that if an NEO’s employment terminates by

reason of disability or by reason of death prior to completing

10 years of service with our company, a prorated portion of

his or her performance share units would vest, based upon

the number of full calendar months during the applicable

performance cycle during which the NEO was employed.

Upon termination of employment for any other reason,

unvested performance share units generally do not vest and



are forfeited. The following table shows the estimated value

of all performance share units that would have vested upon

an NEO’s death or disability on January 31, 2016 (based

on the closing price of a Share on the NYSE on the last

trading day of the fiscal year ($66.36 on January 29, 2016)

and assuming that target performance goals are achieved

for each grant of performance share units):

Upon Death($)

UponDisability

($)C. Douglas McMillon 30,384,320 9,345,339

M. Brett Biggs 5,794,821 1,715,411

Gregory S. Foran 3,302,557 3,302,557

David Cheesewright 12,480,524 3,800,348

Rosalind G. Brewer 3,800,348 3,800,348

Neil M. Ashe 4,433,735 4,433,735

The CNGC has discretion to accelerate the vesting of any equity

awards and to make other payments or grant other benefits

upon a retirement or other severance from our company.

Deferred Compensation Company Matching Contribution. Finally, as described above under “Walmart’s Deferred

Compensation Plans,” the company makes a limited matching

contribution on participant contributions to the Deferred

Compensation Matching Plan. This company matching

contribution becomes vested once an officer has participated in

the Deferred Compensation Matching Plan for three years. Any

unvested company matching contribution would immediately

vest in the event that a participant dies or becomes disabled

before the completion of the vesting period. As of January 31,

2016, Mr. Ashe had a company matching contribution in the

amount of $290,856 that would immediately vest if his death

or disability were to occur prior to his separation from service.

Equity Compensation Plan Information

The following table provides certain information as of the end of fiscal 2016 with respect to Shares that may be issued under

our company’s existing equity compensation plans.

Plan category

(a) Numberof securitiesto be issued

upon exerciseof outstanding

options, warrantsand rights

(b) Weightedaverage

exercise priceof outstanding

options,warrants and

rights($)

(c) Number ofsecurities remaining

available for futureissuance under equity

compensation plans(excluding securities

reflectedin column

(a))Equity compensation plans approved by security holders 33,310,438(1) 59.09(2) 154,851,477(3)

Equity compensation plans not approved by security holders — — —

TOTAL 33,310,438(1) 59.09(2) 154,851,477(3)

(1) In addition to options to purchase Shares, this amount includes 8,472,480 Shares that may be issued upon the vesting of performance share units granted under the Stock

Incentive Plan, which represents the maximum number of Shares that may be issued upon the vesting of these performance share units if maximum performance goals are

achieved for each performance cycle, and 17,590,697 Shares that may be issued upon the vesting of restricted stock units granted under the Stock Incentive Plan. This

amount also includes 1,857,070 Shares deferred in the form of Shares by officers and Outside Directors. This amount also includes 4,467,353 Shares available under equity

compensation plans in which Associates of ASDA participate.

(2) Represents the weighted average exercise price of options to purchase 922,838 Shares and the rights to acquire 4,467,353 Shares that may be issued under the equity

compensation plans for ASDA Associates described in footnote (1) above. This weighted average does not take into account Shares that may be issued upon the vesting of other

forms of equity described in footnote (1) above.

(3) This amount includes 12,024,379 shares available for issuance under the 2004 Associate Stock Purchase Plan.

Proposal No. 2 Advisory Vote to Approve Named Executive Officer Compensation

In accordance with Section 14A of the Exchange Act and

related SEC rules, we are providing our shareholders with the

opportunity to vote to approve, on a non-binding advisory

basis, the compensation of our NEOs as disclosed in this

proxy statement. We have held a similar shareholder vote

every year since 2011 and expect to hold a similar vote at the

2017 Annual Shareholders’ Meeting.

As described in the CD&A, our executive compensation program

is designed with an emphasis on performance and is intended

to closely align the interests of our NEOs with the interests of

our shareholders. The CNGC regularly reviews our executive

compensation program to ensure that compensation is closely

tied to aspects of our company’s performance that our Executive

Officers can impact and that are likely to have an impact on

shareholder value. Our compensation programs are also


designed to balance long-term performance with shorter-term

performance and to mitigate any risk that an Executive Officer

would be incentivized to pursue good results with respect to

a single performance measure, company segment, or area

of responsibility to the detriment of our company as a whole.

In the CD&A, we discuss why we believe the compensation

of our NEOs for fiscal 2016 properly reflected our company’s

performance in fiscal 2016. The CD&A also describes feedback

we received regarding our executive compensation program

during our shareholder outreach efforts, and we attempted to

provide more clarity and transparency regarding the rationale for

and philosophy behind our executive compensation program

and practices. We urge you to read carefully the CD&A, the

compensation tables, and the related narrative discussion in this

proxy statement when deciding how to vote on this proposal.

The vote on this proposal is advisory, which means that the

vote will not be binding on Walmart, the Board, or the CNGC.

However, the Board and CNGC value our shareholders’ opinions,

and the CNGC will consider the results of the vote on this

proposal when making future decisions regarding executive

compensation and when establishing our NEOs’ compensation

opportunities.

In view of the foregoing, shareholders will vote on the following

resolution at the 2016 Annual Shareholders’ Meeting:

RESOLVED, that the company’s shareholders hereby approve,

on an advisory basis, the compensation of the Named Executive

Officers of Walmart as disclosed in Walmart’s proxy statement

for the 2016 Annual Shareholders’ Meeting in accordance with

the Securities and Exchange Commission’s compensation

disclosure rules.

The Board recommends that shareholders vote FOR this proposal.

STOCK OWNERSHIP

Holdings of Major Shareholders

The following table lists the beneficial owners of 5% or more of the Shares outstanding as of April 8, 2016. As of April 8, 2016,

there were 3,138,772,275 Shares outstanding.

Name andAddress ofBeneficial Owner(1)

Direct or IndirectOwnership with

Sole Votingand Investment

Power

Shared Voting and Investment Power

TotalPercent of

Class

Shared, IndirectOwnership

Through WaltonEnterprises, LLC(1)

Shared, IndirectOwnership

Through the WaltonFamily Holdings

Trust(1)

Other IndirectOwnership

with SharedVoting andInvestment

PowerAlice L. Walton 6,748,580 1,415,891,131(3) 174,563,205(4) 10,709,351(5)(6)(7)(8) 1,607,912,267 51.23%

Jim C. Walton 10,507,127(2) 1,415,891,131(3) 174,563,205(4) 7,173,148(6)(7)(8) 1,608,134,611 51.23%

John T. Walton Estate

Trust 0 1,415,891,131(3) 0 0 1,415,891,131 45.11%

S. Robson Walton 2,925,101 1,415,891,131(3) 174,563,205(4) 7,474,476(6)(9) 1,600,853,913 51.00%

(1) The business address of Alice L. Walton, Jim C. Walton, the John T. Walton Estate Trust, S. Robson Walton, Walton Enterprises, LLC, and the Walton Family Holdings Trust is

P.O. Box 1508, Bentonville, Arkansas, 72712.

(2) Jim C. Walton has pledged 4,251,488 of the Shares directly owned by him as security for a line of credit extended to a company not affiliated with Walmart. This pledge complies

with Walmart’s lnsider Trading Policy as described on page 61.

(3) Walton Enterprises, LLC holds a total of 1,415,891,131 Shares. Alice L. Walton, Jim C. Walton, and S. Robson Walton share voting and dispositive power with respect to all

Shares held by Walton Enterprises, LLC, individually as managing members of Walton Enterprises, LLC, and in their capacities as cotrustees of the John T. Walton Estate Trust,

which is also a managing member of Walton Enterprises, LLC. The managing members of Walton Enterprises, LLC have the power to sell and vote those Shares.

(4) The Walton Family Holdings Trust holds a total of 174,563,205 Shares. Alice L. Walton, Jim C. Walton, and S. Robson Walton, as cotrustees, share voting and dispositive power.

(5) This number includes 2,019,137 Shares held by trusts in which Alice L. Walton, as cotrustee, shares voting and dispositive power with an entity under her control, which have

been registered for sale from time to time on a registration statement filed by the company with the SEC on December 8, 2011. This number also includes Shares held by various

trusts and corporations organized and operated for charitable purposes as to which Alice L. Walton shares voting and dispositive power.

(6) This number includes 5,813,000 Shares held by a corporation organized and operated for charitable purposes, as to which Alice L. Walton, Jim C. Walton, and S. Robson Walton,

as directors, share voting and dispositive powers with certain related individuals.

(7) The number includes 2,174 Shares held by a trust as to which Jim C. Walton, Alice L. Walton, and an entity under her control, as cotrustees, share voting and dispositive power.

(8) This number includes 1,357,974 Shares held by a partnership as to which Jim C. Walton, as a trustee of a certain trust that is a general partner thereof, shares voting and

dispositive power with Alice L. Walton, as a trustee of certain trusts that are general partners thereof, and with certain of their nieces and nephews, the other general partners

thereof.

(9) This number includes Shares held by various trusts and corporations organized and operated for charitable purposes as to which S. Robson Walton shares voting and dispositive

power.


STOCK OWNERSHIP

Holdings of Officers and Directors

This table shows the number of Shares held by each director, director nominee, and NEO on April 8, 2016. It also shows the

Shares held by all of Walmart’s directors, director nominee, and Executive Officers as a group on that date. As of April 8, 2016,

there were 3,138,772,275 Shares outstanding.

Name of Beneficial Owner

Direct or Indirectwith Sole Votingand Investment

Power(1)

Indirect withShared Voting andInvestment Power Total

Percent of Class

Aida M. Alvarez 30,337 290 30,337 *

Neil M. Ashe 272,064 0 272,064 *

M. Brett Biggs 64,005 0 64,005 *

Rosalind G. Brewer 288,472 0 288,472 *

James I. Cash, Jr. 32,864 0 32,864 *

David Cheesewright 157,341 0 157,341 *

Roger C. Corbett 18,428 0 18,428 *

Pamela J. Craig 6,128 0 6,128 *

Michael T. Duke 474,642 80,300 554,942 *

Timothy P. Flynn 27,705 0 27,705 *

Gregory S. Foran 114,081 0 114,081 *

Thomas W. Horton 3,511 0 3,511 *

Marissa A. Mayer 15,007 0 15,007 *

C. Douglas McMillon(2) 868,775 158,263 1,027,038 *

Gregory B. Penner 35,992 1,963,194 1,999,186 *

Steven S Reinemund 17,155 0 17,155 *

Kevin Y. Systrom 6,147 0 6,147 *

Jim C. Walton(3)(4) 10,507,127 1,597,627,484 1,608,134,611 51.23%

S. Robson Walton(4) 2,925,101 1,597,928,812 1,600,853,913 51.00%

Steuart L. Walton 236,118 0 236,118 *

Linda S. Wolf 35,627 2,675 38,302 *

Directors, Director Nominee, and Executive Officers

as a Group (26 persons) 16,460,012 1,601,531,036 1,617,991,048 51.55%

* Less than 1%

(1) These amounts include Shares of unvested restricted stock and restricted stock units held by certain Executive Officers and stock units deferred by certain Outside Directors

and certain Executive Officers. For Gregory S. Foran, this amount includes 18,232 restricted stock units and 28,727 deferred stock units that settle in the form of cash upon

vesting or payout. These amounts also include Shares that the following persons had a right to acquire within 60 days after April 8, 2016, through the exercise of stock options

and vested Shares they hold in the 401(k) Plan:

Name

Shares underlying stock options

exercisable within 60 days

Shares held in the

401(k) Plan

Rosalind G. Brewer 10,794

Michael T. Duke 125,104

C. Douglas McMillon 75,063 1,611

Directors and Executive Officers as a Group (26 persons) 210,961 6,774

(2) C. Douglas McMillon also holds 1,900 American Depository Receipts of Wal-Mart de Mexico, S.A.B. de C.V. and 1,200 American Depository Receipts of Massmart Holdings Ltd.

Another Executive Officer who is not an NEO also owns 544 American Depository Receipts of Wal-Mart de Mexico, S.A.B. de C.V. These holdings represent less than 1% of each

class of security.

(3) Jim C. Walton has pledged 4,251,488 of the Shares directly owned by him as security for a line of credit extended to a company not affiliated with Walmart.

(4) Amounts shown for S. Robson Walton and Jim C. Walton include 1,415,891,131 Shares held by Walton Enterprises, LLC and 174,563,205 held by the Walton Family Holdings

Trust.


STOCK OWNERSHIP

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires Walmart’s directors, Executive Officers, and persons who own more than 10% of

the outstanding Shares to file reports of ownership and changes in ownership with the SEC. SEC regulations require Walmart to

identify anyone who failed to file a required report or filed a late report during fiscal 2016. Walmart believes that all Section 16(a)

filing requirements were timely met during fiscal 2016.

Proposal No. 3 Approval of the Wal-Mart Stores, Inc. 2016 Associate Stock Purchase Plan

IntroductionEffective as of April 1, 2016, the full Board approved and

adopted the amended and restated Wal-Mart Stores, Inc. 2016

Associate Stock Purchase Plan (the “2016 ASPP”), subject to

shareholder approval. The 2016 ASPP amends and restates

the Wal-Mart Stores, Inc. Associate Stock Purchase Plan of

2004 (the “2004 ASPP”), the company’s prior stock purchase

program. Subject to shareholder approval, the 2016 ASPP

will have a total of 130,943,171 Shares available for issuance,

which is the number of Shares registered, but not yet issued,

under the 2004 ASPP as of the close of business on March 31,

2016, plus 20,000,000 Shares available for purchase from the

company and 100,000,000 Shares available for purchase in

the open market.

The 2016 ASPP is being submitted to shareholders for approval

in order to make more Shares available under the 2016 ASPP.

In order for the company to continue to offer benefits to a broad

range of Associates, both domestically and internationally, the

2016 ASPP will need to receive shareholder approval. The 2016

ASPP amends the 2004 ASPP in several respects, including by:

(1) increasing the number of Shares available; (2) providing that

the GCC, the successor committee to Stock Option Committee,

will have the authority to administer the 2016 ASPP; (3) clarifying

that Shares available under the 2016 ASPP may include Shares

purchased on the open market, treasury Shares, or authorized

but unissued Shares; (4) granting the GCC the authority to limit

purchases and sales of Shares if necessary to avoid registration

with securities authorities outside the U.S. or otherwise comply

with applicable securities law; and (5) to change the state law

governing the plan from Arkansas to Delaware. The material

features of the 2016 ASPP are summarized below; however,

the following summary is qualified by the complete 2016 ASPP,

which is attached hereto as Annex B.

OverviewThe 2016 ASPP is a broad-based plan that generally allows all

U.S. Associates, including Executive Officers, of the company

and Associates of certain non-U.S. affiliates to acquire equity

ownership in the company. The 2016 ASPP provides for the

purchase of Shares either through discretionary awards by the

company in recognition of superior performance (the “Award

Program”) or through voluntary contributions of Shares or

cash (which may be through after-tax payroll deductions). The

company provides a 15% matching contribution for payroll

deduction contributions, with a maximum matching contribution

of $270 per year. As of April 1, 2016, over 1.3 million Associates

were eligible to participate in the 2016 ASPP.

AdministrationThe 2016 ASPP will be administered by the GCC, or such other

committee as may be appointed by the Board. Subject to the

terms of the 2016 ASPP, the GCC has full power and discretion

to construe and interpret provisions of the 2016 ASPP; to

determine eligibility for participation; to establish, amend, and

revoke rules and regulations necessary for the administration

of the 2016 ASPP; and to exercise any powers and perform

any acts it deems necessary or advisable to administer the

2016 ASPP. The GCC may in its discretion select, and has

selected, a third-party administrator to maintain participant

accounts under the 2016 ASPP. In addition, the GCC may

delegate to officers or managers of the company or an affiliate

the authority to perform specified functions under the plan.

EligibilityAssociates of Walmart and certain affiliates, who are not

otherwise restricted or prohibited from participating under the

applicable law, are eligible to participate in the 2016 ASPP.

Walmart’s Executive Officers are also eligible to participate in

the 2016 ASPP, however, they may be restricted in their ability

to acquire or sell Shares under the 2016 ASPP to comply

with Section 16 of the Securities Exchange Act of 1934, as

amended. Only those affiliates that are designated by the GCC

as participating employers may have Associates who participate

in the 2016 ASPP. References to Walmart include participating

employers, as applicable. Participation in the 2016 ASPP by

individual Associates of non-U.S. participating employers will

only be permitted upon approval by the GCC. Participants in

the 2016 ASPP generally continue to be eligible to participate

in the 2016 ASPP while on a bona fide leave of absence.


STOCK OWNERSHIP

Plan ContributionsPayroll Deductions. Participants may contribute through

authorized payroll deductions in amounts equal to at least

$2.00 for participants with bi-weekly pay periods ($1.00 for

participants with weekly pay periods) and in even multiples

of $.50. The GCC has the authority to change these limits.

In addition, there is a $125,000 maximum annual limit on

the amount of total payroll deductions and voluntary cash

contributions that may be made to the 2016 ASPP by any

participant. A payroll deduction authorization remains effective

until revised or terminated by the participant or upon the

participant’s termination of employment, if earlier. Prior to

the time amounts are remitted to the administrator, they are

considered general assets of the company and no interest

is paid on such amounts. All participants assume the risk of

fluctuations in the market price of Shares.

Matching Contributions. The company makes matching

contributions equal to 15 percent of a participant’s contributions

made through payroll deductions, subject to an annual limit

set by the GCC (as of April 1, 2016, matching contributions

are limited to 15 percent of the first $1,800 contributed by a

participant annually, or $270). Matching contributions are made

by cash contributions directly to the administrator.

Voluntary Contributions. Participants may voluntarily contribute

directly to their accounts by providing to the administrator either:

(1) cash for the purchase of Shares, or (2) Shares held by the

participant, unless the GCC determines otherwise.

Award Program. Shares granted under the Award Program

will either be allocated to a 2016 ASPP account established

on behalf of the Associate or given directly to the Associate,

as determined in the GCC’s discretion.

Share Purchases, Ownership and SalesWalmart forwards to the administrator payroll deductions

and the corresponding matching contributions as soon as

practicable, generally every pay period. The administrator

uses these funds to acquire Shares on behalf of participants.

Voluntary cash contributions may be held and bundled with

contributions from other participants; however, the administrator

must purchase a participant’s Shares no later than five business

days after receipt of the funds. Shares may be purchased on

a national stock exchange, directly from the company, or by a

combination of such methods. No commissions are charged to

participants for purchases of Shares. Dividends paid on Shares

in a participant’s account will be automatically reinvested in

Shares by the administrator. Participants have full ownership

of all Shares held in their respective accounts; however, the

Shares are registered in the name of the administrator while

they remain in the account. A participant may request delivery of

stock certificates in the participant’s name for full Shares held in

the account at any time. The company does not guarantee the

value or market price of Shares. Participants may provide voting

instructions with respect to Shares held in their 2016 ASPP

accounts, and in the absence of such proxy voting instructions,

the administrator may direct the voting of such Shares to the

extent such action would comply with applicable law and any

applicable listing standards. Subject to the company’s Insider

Trading Policy, a participant may instruct the administrator at

any time to sell all or a portion of the Shares held in his or her

2016 ASPP account. The sale price for any Shares sold under

the 2016 ASPP will be the average price of all Shares sold by

the administrator on the date of the sale; although the GCC

may, in its discretion, implement a real-time trading or similar

mechanism for such sales. Following such sale, the administrator

will remit to the participant the proceeds of the sale, less the

applicable brokerage commission and other normal charges

such as sales fees, which are payable by the participant.

Closing and TerminationA participant can only terminate his or her status as a 2016

ASPP participant: (1) through a request to close the account (a

“Participant Closure”), or (2) if the account contains no Shares

(or fractional Shares) at any time on or after a termination of

employment with the company (an “Automatic Closure”). The

company will continue to pay the account maintenance fees

during such time that an Associate continues to work for a

non-participating affiliate, but such participant may not have

further contributions made to the account. In connection with

a Participant Closure, the participant must elect to have his or

her 2016 ASPP account fully distributed either: (1) in Shares

(except that the value of any fractional Shares will be distributed

in cash) less any applicable fees, or (2) in cash by directing all full

Shares and fractional interests to be sold with the proceeds, less

applicable brokerage and other normal fees, being distributed.

Following a participant’s termination of employment (other than

by reason of death), the account will remain open at the expense

of the participant until the earlier of a Participant Closure or an

Automatic Closure. A termination of employment due to death

will result in the following as soon as administratively practicable

to the company: (1) all future contributions will cease being made

to the account; and (2) the account, less applicable fees and

brokerage commissions, will be distributed to the participant’s

estate unless otherwise directed pursuant to applicable rules

and procedures adopted by the GCC.

Award ProgramThe purpose of the Award Program is to provide an incentive

to the company’s Associates to provide exceptional customer

service and job performance. Accordingly, the Award Program

is broad in scope with respect to those who are eligible to

participate, but limited with respect to the number of awards

that are given on an annual basis. During fiscal year 2016, no

Shares were awarded under the Award Program.

Awards under the Award Program may be granted to any

eligible Associate in recognition of the individual’s outstanding

performance, although the Award Program is primarily used

for Associates who are buyers, district managers, regional

managers, or divisional managers. Awards under the Award

Program may be granted to an Associate for consistently

superior job performance over a period of a month, a quarter,

or a year. Awards under the Award Program are subject to

individual maximum limitations as set by the GCC from time

to time.


AUDIT MATTERS

Amendment or TerminationThe Board or an authorized committee thereof may amend, modify,

suspend, or terminate the 2016 ASPP at any time, except that

any amendment requiring Shareholder approval will be subject

to such approval, and the Board may, in its discretion, determine

to submit other amendments to Shareholders for approval.

Federal Income Tax ConsequencesThe following describes what the company believes under

present law to be the U.S. federal income tax consequences

generally arising with respect to participation in the 2016

ASPP. The summary does not address the effects of foreign,

state, and local tax laws. Because of the variety of means for

acquiring Shares under the 2016 ASPP and the complexities

of the tax laws, participants are encouraged to consult a tax

advisor as to their individual circumstances. This summary is

for shareholder informative purposes only and is not intended

to provide tax advice to participants in the 2016 ASPP.

Payroll deductions will be made from after-tax compensation.

Matching contributions will be treated as ordinary income to

the participant on whose behalf the contribution is made, and

the company will deduct all applicable wage withholding and

other required taxes from the participant’s regular compensation

when it makes payroll deduction and matching contributions.

In addition, the company will be entitled to a corresponding

deduction in the year for which the amount contributed is

recognized as ordinary income by the participant. Shares

granted under the Award Program will be treated as ordinary

income to the participant, and the company will be entitled to

a corresponding deduction in the year for which the amount is

recognized as ordinary income by the participant. The amount

of ordinary income will be equal to the fair market value of the

Shares on the date the award is made times the number of

Shares awarded. Dividends credited to a participant’s 2016

ASPP account will be taxed as dividends. A participant will not

recognize any taxable income when he or she withdraws Shares

from his or her 2016 ASPP account, though the participant will

likely recognize capital gain or loss upon his or her disposition

of such Shares. The company will have no corresponding tax

consequences upon the participant’s disposition of the Shares.

Plan BenefitsIt is not presently possible to determine the number of Shares

to be purchased by or contributed on behalf of any associate

or groups of Associates who are eligible to participate in the

2016 ASPP. During fiscal 2016, C. Douglas McMillon, Neil M.

Ashe, M. Brett Biggs, and Charles M. Holley, Jr., who are named

executive officers included in the Summary Compensation

table in this proxy statement, purchased Shares pursuant to

the 2004 ASPP, the version in effect prior to the 2016 ASPP,

and received matching contributions of $270 each. In addition,

two of our other Executive Officers participated in the 2004

ASPP during fiscal 2016 and received matching contributions

of $270 each. Non-Associate directors are not eligible to

participate in the 2016 ASPP.

The Board recommends that shareholders vote FOR the approval of the 2016 ASPP.

AUDIT MATTERS

Audit Committee ReportThe Audit Committee consists of four Independent Directors,

each of whom has been determined by the Board to meet the

heightened independence criteria applicable to Audit Committee

members and to satisfy the financial literacy requirements of

the NYSE Listed Company Rules and the applicable rules

of the SEC. Each member of the Audit Committee has also

been determined by the Board to be an “audit committee

financial expert” as defined under applicable SEC rules and

regulations. The members of the Audit Committee are James

I. Cash, Jr.; Pamela J. Craig; Timothy P. Flynn, the Chair of

the Audit Committee; and Thomas W. Horton. Additional

information regarding the members of the Audit Committee

and the Audit Committee’s roles and responsibilities is set forth

under “Proposal No. 1 – Election of Directors” and “Board

Committees” on pages 12-21, 26, and 31.

The Audit Committee held 10 meetings in fiscal 2016. During

fiscal 2016, at its regularly scheduled in-person meetings,

the Audit Committee had separate private sessions with our

company’s CEO, CFO, chief audit executive responsible for

the company’s internal audit function, global chief ethics and

compliance officer, the independent accountants, and others,

during which sessions candid discussions regarding our

company’s financial, accounting, auditing, and internal control

over financial reporting, compliance, Exchange Act reporting,

and ethics matters took place. Throughout the year, the Audit

Committee had full access to management, the independent

accountants, and internal auditors. The Audit Committee has

retained independent legal counsel and met periodically with

its legal counsel throughout fiscal 2016 regarding the FCPA-

related investigation and ongoing enhancements to our global

compliance program. Additional information about the Audit

Committee’s role in the investigation may be found under

“Director Compensation” on page 37.


AUDIT MATTERS

The Audit Committee’s meeting agendas are established by

the Chair of the Audit Committee in consultation with the chief

audit executive, the Lead Independent Director, the company’s

Corporate Secretary, and other members of senior management.

The Audit Committee operates pursuant to a written charter,

which may be found in the “Corporate Governance” section

of Walmart’s website located at http://stock.walmart.com/

corporate-governance/governance-documents. The Audit

Committee reviews and assesses the adequacy of its charter

on an annual basis.

To fulfill its oversight responsibilities as detailed in its charter,

the Audit Committee did, among other things, the following

in fiscal 2016 or subsequent to fiscal 2016 for matters related

to fiscal 2016:

reviewed and discussed with Walmart’s management and

the independent accountants Walmart’s audited consolidated

financial statements for fiscal 2016;

reviewed management’s representations that those

consolidated financial statements were prepared in

accordance with GAAP and fairly present the consolidated

results of operations and consolidated financial position of

our company for the fiscal years and as of the dates covered

by those consolidated financial statements;

discussed with EY the matters required to be discussed by

applicable standards of the Public Company Accounting

Oversight Board (the “PCAOB”), including matters related to

the planning and results of the audit of Walmart’s consolidated

financial statements;

received the written disclosures and the letter from EY

required by applicable requirements of the PCAOB relating to

EY’s communications with the Audit Committee concerning

independence from Walmart, and discussed with EY its

independence;

based on the review and discussions with management

and the independent accountants discussed above,

recommended to the Board that Walmart’s audited annual

consolidated financial statements for fiscal 2016 be included

in Walmart’s Annual Report on Form 10-K for fiscal 2016

filed with the SEC;

monitored and reviewed audit, audit-related, and non-audit

services performed for Walmart by EY and considered

whether EY’s provision of non-audit services was compatible

with maintaining its independence from Walmart;

evaluated EY’s global performance and determined whether

to select EY or to consider other audit firms. In doing so,

the Audit Committee considered, among other things, the

quality and efficiency of the services provided, including the

results of a global internal survey of EY’s performance, the

technical capabilities of the engagement teams, external

data concerning EY’s audit quality and performance obtained

from reports of the PCAOB regarding EY, the engagement

teams’ understanding of our company’s global business, the

quality of communications from EY, and EY’s independence

from Walmart, objectivity, and professional skepticism.

Based on this evaluation and after discussions with our

company’s senior financial management, the Audit Committee

selected and appointed EY as Walmart’s independent

accountants to audit and report on the annual consolidated

financial statements of Walmart to be filed with the SEC

prior to Walmart’s annual shareholders’ meeting to be held

in calendar year 2017. Additional information regarding the

factors used by the Audit Committee to select EY is set

forth under “Proposal No. 4 – Ratification of Independent

Accountants” on page 82 of this proxy statement;

monitored the progress and results of the testing of internal

control over financial reporting pursuant to Section 404 of

SOX, reviewed a report from management and the internal

auditors of our company regarding the design, operation,

and effectiveness of internal control over financial reporting,

and reviewed an attestation report from EY regarding the

effectiveness of internal control over financial reporting;

reviewed the fiscal 2016 internal audit plan and budget;

reviewed the company’s related person transactions;

reviewed with members of senior management and regularly

received status reports on significant risks identified by

management in various areas of the company, including

legal, compliance, ethics, information technology, and

cybersecurity; and

received reports from management regarding our company’s

policies, processes, and procedures regarding compliance

with applicable laws and regulations and Walmart’s Global

Statement of Ethics, all in accordance with the Audit

Committee’s charter.

The Audit Committee submits this report:

James I. Cash, Jr.

Pamela J. Craig

Timothy P. Flynn, Chair

Thomas W. Horton

Audit Committee Financial Experts

The Board has determined that James I. Cash, Jr., Pamela J. Craig, Timothy P. Flynn, and Thomas W. Horton are “audit committee

financial experts” as that term is defined in Item 407(d)(5)(ii) of Regulation S-K of the SEC, and that all members of the Audit

Committee are “independent” under Section 10A(m)(3) of the Exchange Act, the SEC’s Rule 10A-3, and the requirements set

forth in the NYSE Listed Company Rules.


AUDIT MATTERS

Audit Committee Pre-Approval Policy

To maintain the independence of our independent accountants

and to comply with applicable securities laws, the NYSE

Listed Company Rules, and the Audit Committee charter, the

Audit Committee is responsible for reviewing, deliberating

on, and, if appropriate, pre-approving all audit, audit-related,

and non-audit services to be performed for our company by

the independent accountants. For that purpose, the Audit

Committee has established a policy and related procedures

regarding the pre-approval of all audit, audit-related, and non-

audit services to be performed by our company’s independent

accountants (the “Pre-Approval Policy”).

The Pre-Approval Policy provides that our company’s

independent accountants may not perform any audit, audit-

related, or non-audit service for Walmart, subject to those

exceptions that may be permitted by applicable law, unless:

(i) the service has been pre-approved by the Audit Committee;

or (ii) Walmart engaged the independent accountants to perform

the service pursuant to the pre-approval provisions of the Pre-

Approval Policy. In addition, the Pre-Approval Policy prohibits the

Audit Committee from pre-approving certain non-audit services

that are prohibited from being performed by our company’s

independent accountants by applicable securities laws. The

Pre-Approval Policy also provides that Walmart’s corporate

controller will periodically update the Audit Committee as to

services provided by the independent accountants. With respect

to each such service, the independent accountants provide

detailed back-up documentation to the corporate controller.

Pursuant to the Pre-Approval Policy, the Audit Committee has

pre-approved certain categories of services to be performed by

the independent accountants and a maximum amount of fees

for each category. The Audit Committee annually reassesses

these service categories and the associated fees. Individual

projects within the approved service categories have been pre-

approved only to the extent that the fees for each individual

project do not exceed a specified dollar limit, which amount

is reassessed annually. Projects within a pre-approved service

category with fees in excess of the specified fee limit for individual

projects may not proceed without the specific prior approval

of the Audit Committee (or a member to whom pre-approval

authority has been delegated). In addition, no project within

a pre-approved service category will be considered to have

been pre-approved by the Audit Committee if the project would

cause the maximum amount of fees for the service category

to be exceeded, and the project may only proceed with the

prior approval of the Audit Committee (or a member to whom

pre-approval authority has been delegated) to increase the

aggregate amount of fees for the service category.

At least annually, the Audit Committee designates a member

of the Audit Committee to whom it delegates its pre-approval

responsibilities. That member has the authority to approve

interim requests as set forth above within the defined, pre-

approved service categories, as well as interim requests to

engage Walmart’s independent accountants for services outside

the Audit Committee’s pre-approved service categories. The

member has the authority to pre-approve any audit, audit-related,

or non-audit service that falls outside the pre-approved service

categories, provided that the member determines that the

service would not compromise the independent accountants’

independence and the member informs the Audit Committee

of his or her decision at the Audit Committee’s next regular

meeting. The Audit Committee approved all of the audit-

related fees, tax fees, and all other fees paid to the company’s

independent accountants in fiscal 2016.

Transaction Review Policy

The Board has adopted a written policy (the “Transaction Review

Policy”) applicable to: all Walmart officers who serve as executive

vice presidents or above; all directors and director nominees;

all shareholders beneficially owning more than five percent of

Walmart’s outstanding Shares; and the immediate family members

of each of the preceding persons (collectively, the “Covered

Persons”). Any entity in which a Covered Person has a direct or

indirect material financial interest or of which a Covered Person

is an officer or holds a significant management position (each a

“Covered Entity”) is also covered by the policy. The Transaction

Review Policy applies to any transaction or series of similar or

related transactions in which a Covered Person or Covered

Entity has a direct or indirect material financial interest and in

which Walmart is a participant (each, a “Covered Transaction”).

Under the Transaction Review Policy, each Covered Person

is responsible for reporting to Walmart’s chief audit executive

any Covered Transactions of which he or she has knowledge.

Walmart’s chief audit executive, with the assistance of other

appropriate Walmart personnel, reviews each Covered

Transaction and submits the results of such review to the

Audit Committee. The Audit Committee reviews each Covered

Transaction and either approves or disapproves the transaction.

To approve a Covered Transaction, the Audit Committee must

find that:

the substantive terms and negotiation of the Covered

Transaction are fair to Walmart and its shareholders and the

substantive terms are no less favorable to Walmart and its

shareholders than those in similar transactions negotiated

at an arm’s-length basis; and

if the Covered Person is a director or officer of Walmart, he

or she has otherwise complied with the terms of Walmart’s

Global Statement of Ethics as it applies to the Covered

Transaction.


AUDIT MATTERS

Proposal No. 4 Ratification of Independent Accountants

Although shareholder ratification is not required, the appointment

of EY as the company’s independent accountants for fiscal

2017 is being submitted for ratification at the 2016 Annual

Shareholders’ Meeting because the Board believes it is a

matter of good corporate governance practice. Furthermore,

the Audit Committee will take shareholders’ opinions regarding

EY’s appointment into consideration in future deliberations. If

EY’s selection is not ratified at the 2016 Annual Shareholders’

Meeting, the Audit Committee will consider the engagement

of other independent accountants. The Audit Committee may

terminate EY’s engagement as the company’s independent

accountants without the approval of the company’s shareholders

whenever the Audit Committee deems termination appropriate.

The Audit Committee is directly responsible for the appointment,

compensation, retention, and oversight of the independent

accountants. The Audit Committee has appointed EY as the

company’s independent accountants to audit the consolidated

financial statements of the company for fiscal 2017. EY and its

predecessor, Arthur Young & Company, have been Walmart’s

independent accountants since prior to the company’s initial

offering of securities to the public in 1970. EY served as the

company’s independent accountants for fiscal 2016 and

reported on the company’s consolidated financial statements

for that fiscal year.

The Audit Committee annually reviews EY’s independence and

performance in determining whether to retain EY or engage

another independent registered public accounting firm as our

company’s independent accountants. As part of that annual

review, the Audit Committee considers, among other things,

the following:

The quality and efficiency of the current and historical services

provided to our company by EY, including the results of an

annual internal survey of key global financial management;

EY’s capability and expertise in handling the breadth and

complexity of our company’s global operations;

The quality and candor of EY’s communications with the

Audit Committee;

External data on EY’s audit quality and performance, including

recent Public Company Accounting Oversight Board reports

on EY;

EY’s independence from our company;

The appropriateness of EY’s fees; and

EY’s tenure as our company’s independent accountants,

including the benefits of having a long-tenured auditor.

Benefits of Long Tenure Independence Controls

Higher audit quality – Through more than 45 years of experience

with our company, EY has gained institutional knowledge of

and deep expertise regarding Walmart’s global operations and

businesses, accounting policies and practices, and internal control

over financial reporting.

Efficient fee structure – EY’s aggregate fees are competitive with

peer companies because of EY’s familiarity with our company.

Avoids costs associated with a new independent accountant –

Onboarding a new independent accountant is costly and requires a

significant time commitment that could distract from management’s

focus on financial reporting and controls.

Audit Committee oversight – The Audit Committee’s oversight

includes regular private sessions with EY, discussions with EY

regarding the scope of its audit, an annual evaluation when

determining whether to engage EY, and direct involvement by the

Audit Committee and its Chair in the periodic transition to a new

lead engagement partner in connection with the mandatory five-

year rotation of that position.

Limits on non-audit services – The Audit Committee pre-

approves audit and permissible non-audit services to be performed

by EY in accordance with its pre-approval policy.

Strong internal EY independence processes – EY conducts

periodic internal reviews of its audit and other work, assesses

the adequacy of partners and other personnel working on our

company’s account and rotates engagement partners consistent

with independence requirements.

Strong regulatory framework – Because EY is an independent

registered public accounting firm, it is subject to PCAOB

inspections, peer review by other “Big 4” accounting firms, and

PCAOB and SEC oversight.


AUDIT MATTERS

Based on this evaluation, the Audit Committee believes that EY is independent and well qualified to serve as our company’s

independent accountants. Further, the Audit Committee and the Board believe it is in the best interests of Walmart and our

company’s shareholders to retain EY as our company’s independent accountants for fiscal 2017.

Representatives of EY will attend the 2016 Annual Shareholders’ Meeting. They will have the opportunity to make a statement

if they desire to do so and to respond to appropriate questions.

EY’s fees for fiscal 2016 and fiscal 2015 were as follows:

Fiscal 2016 Fiscal 2015Audit Fees $ 18,437,000 $ 17,977,000

Audit-Related Fees $ 1,156,000 $ 1,300,000

Tax Fees $ 2,188,000 $ 1,175,000

All Other Fees $ 1,000 $ 26,000

TOTAL FEES $ 21,782,000 $ 20,478,000

A description of the types of services provided in each category

is as follows:

Audit Fees – Includes the audit of the company’s annual financial

statements, the audit of the effectiveness of internal control

over financial reporting, the review of the company’s annual

report on Form 10-K, the review of the company’s quarterly

reports on Form 10-Q, statutory audits required internationally,

and consents for and review of registration statements filed

with the SEC.

Audit-Related Fees – Includes audits of the company’s employee

benefit plans, due diligence in connection with acquisitions and

accounting consultations related to GAAP, the application of

GAAP to proposed transactions, statutory financial statement

audits of non-consolidated affiliates, and work related to the

company’s compliance with its obligations under SOX.

Tax Fees – Includes tax compliance at international locations,

domestic and international tax advice and planning, assistance

with tax audits and appeals, and tax planning for acquisitions

and restructurings.

All Other Fees – Includes fees for services that are not contained

in the above categories and consists of permissible advisory

services.

None of the services described above were approved pursuant

to the de minimis exception provided in Rule 2-01(c)(7)(i)(C) of

Regulation S-X promulgated by the SEC.

The Board recommends that the shareholders vote FOR the ratification of EY as the company’s independent accountants for fiscal 2017.


SHAREHOLDER PROPOSALS

Our company has received notice of the intention of shareholders

to present three separate proposals for voting at the 2016

Annual Shareholders’ Meeting. The text of the shareholder

proposals and supporting statements appear exactly as received

by our company. Some shareholder proposals and supporting

statements may contain assertions about Walmart that we believe

are incorrect, and we have not tried to refute all such inaccuracies

in the company’s responses. All statements contained in

a shareholder proposal and its supporting statements are

the sole responsibility of the proponent of that shareholder

proposal. Our company will provide the names, addresses, and

shareholdings (to our company’s knowledge) of the proponents

of any shareholder proposal upon oral or written request made

to Wal-Mart Stores, Inc., c/o Gordon Y. Allison, Vice President

and General Counsel, Corporate Division, 702 Southwest 8th

Street, Bentonville, Arkansas 72716-0215, (479) 273-4000.

The Board recommends a vote AGAINST each of the following

shareholder proposals for the reasons set forth in Walmart’s

statements in opposition following each shareholder proposal.

Proposal No. 5 Request to Adopt an Independent Chairman Policy

RESOLVED: The stockholders of Wal-Mart Stores, Inc. (the

“Company”), ask the board of directors to adopt a policy that,

whenever possible, the board chairman should be a director

who has not previously served as an executive officer of the

Company and who is “independent” of management. For these

purposes, a director shall not be considered “independent” if,

during the last three years, he or she—

was affiliated with a company that was an advisor or consultant

to the Company, or a significant customer or supplier of the

Company;

was employed by or had a personal service contract(s) with

the Company or its senior management;

was affiliated with a company or non-profit entity that

received the greater of $2 million or 2% of its gross annual

revenues from the Company;

had a business relationship with the Company that the

Company disclosed under the Securities and Exchange

Commission regulations;

has been employed by a public company at which an

executive officer of the Company serves as a director;

had a relationship of the sort described above with any

affiliate of the Company; and,

was a spouse, parent, child, sibling or in-law of any person

described above.

The policy should be implemented without violating any

contractual obligation and should specify how to select an

independent chairman if a current chairman ceases to be

independent between annual meetings. Compliance with the

policy may be excused if no independent director is available

and willing to be chairman.

SUPPORTING STATEMENT:

The Board of Directors, led by its chairman, is responsible

for protecting shareholders’ long-term interests by providing

independent oversight of management, including the Chief

Executive Officer, in directing the corporation’s affairs. This

oversight can be diminished when the chairman is not

independent. An independent chairman who sets agendas,

priorities, and procedures for the board can enhance its oversight

and accountability of management and ensure the objective

functioning of an effective board. We view the alternative of

a lead outside director, even one with a robust set of duties,

as adequate only in exceptional circumstances fully disclosed

by the board.

Recent developments – including ongoing investigations into

bribery and corruption at the Company’s subsidiaries in Mexico,

China, Brazil, and India; revelations of accounting fraud at

the Company’s China operations; the Company’s refusal to

compensate families of workers killed and injured in a fire at

a supplier factory in Bangladesh; and, a ruling by a National

Labor Relations Board Administrative Law Judge against the

Company for its illegal discipline of employees who exercised

their rights – highlight the need for enhanced oversight of

corporate culture and behavior. A board led by an independent

chairman is best positioned to drive such change.

Several respected institutions recommend Chair independence.

CalPERS’ Global Governance Principles state that “independence

of a majority of the board may not be enough… The leadership

of the board must embrace independence, and it must ultimately

change the way in which directors interact with management.”

We urge you to vote FOR this proposal



Walmart’s Statement in Opposition to Proposal No. 5

The retail industry is undergoing a period of disruptive

transformation and, in order to meet the demands of our

customers, we have embarked upon a long-term strategy

to deliver a seamless customer experience in our stores

and through e-commerce. This kind of transformation

must be implemented carefully. The Board believes it has

embraced the need for independence by establishing a

Board leadership structure that balances the need for

independent and effective leadership and oversight of risk

while also maintaining a strong alignment with Walmart’s

strategic business objectives.

Our Board has taken several steps to create a balanced

governance structure in which independent directors

exercise substantial oversight over management. Unlike

many other companies in the Fortune 100, Walmart has

separated the roles of Chairman and CEO since 1988.

This separation of roles allows our Chairman to focus on

oversight and governance matters and allows our CEO

to focus on managing our complex daily operations and

implementing the directives of the Board. Furthermore,

since 2004, our Board has appointed an Independent

Director to serve in the role of Lead Independent Director,

who is expected to cultivate and express an independent

perspective to the CEO, the Chairman, and the remaining

members of the Board. Our Independent Directors annually

elect the Lead Independent Director, and for more information

about the role and responsibilities of our Lead Independent

Director, please see our Corporate Governance Guidelines at

http://stock.walmart.com/investors/corporate-governance/

governance-documents/. In addition to embracing

independence, and as discussed in more detail in the

Governance section of this proxy statement, the Board is

focused on Walmart’s strategic priorities and continues to

seek ways to maximize its effectiveness.

Our Chairman’s unique and in-depth knowledge of Walmart

and its history and growth, coupled with his industry expertise

in key areas of strategic importance to our company, make

him particularly qualified to lead discussions on strategic and

governance matters at the Board level. Our CEO has a deep

institutional knowledge of Walmart developed through an

extensive leadership career at our company, and he is best

able to bring key business issues and risks to the attention

of the Board. Furthermore, the Lead Independent Director

serves as an independent liaison between the Chairman, the

CEO, the other members of the Board, and management

of our company. More specifically, our Lead Independent

Director has served on the Board since 2006 and also has

extensive institutional knowledge about Walmart’s strategic

objectives, the industry in which we operate, and the areas

of strategic importance to our company.

In addition, the primary oversight of strategic and governance

matters for our company is entrusted to Board committees

with independent chairs. Each of the Audit Committee, the

CNGC, the Strategic Planning and Finance Committee, and

the Technology and eCommerce Committee are chaired by

Independent Directors. These committees play a critical

role in our governance and strategy, and each committee

has access to management and the authority to retain

independent advisors as it deems appropriate. Furthermore,

Walmart has no plans to rely on any of the governance

exemptions available to “controlled companies” under the

NYSE Listed Company Rules, if and when such exemptions

may become available. Moreover, our Independent Directors

routinely meet in private session to discuss matters without

the presence of management, and the Lead Independent

Director communicates feedback from these sessions to

the Chairman of the Board.

For the reasons discussed above, the Board believes its

leadership structure clearly demonstrates that the Board

has embraced the need for independence and effectiveness.

Furthermore, we believe our shareholders have recognized

the effectiveness of our current Board leadership structure

by re-electing our Chairman, the Lead Independent Director,

and other Board members each year.

For the above reasons, the Board recommends that the shareholders vote AGAINST this proposal.



Proposal No. 6 Request for Annual Report Regarding Incentive Compensation Plans

RESOLVED, that shareholders of Wal-Mart Stores, Inc.

(“Walmart”) urge the Board of Directors to adopt a policy that

the Compensation, Nominating and Governance Committee

will annually analyze and report to shareholders (at reasonable

expense and omitting proprietary information) on whether

Walmart’s incentive compensation plans and programs,

considered together, provide appropriate incentives to discourage

senior executives from making investments that result in declining

rates of return on investment (“ROI”), taking into account the

following over the previous three years:

Relationship between growth in invested capital and growth

in operating income (“OI”);

Trends in ROI;

Relationship between same-store sales growth (also known

as comparable store sales) and total sales growth;

Adjustments made to Walmart’s reported results in connection

with the measurement of performance for incentive plans; and

The extent to which sales at stores open for more than one

year declined because of sales at newly-opened stores

(“cannibalization rate”).

Supporting Statement

As long-term shareholders, we believe that incentive

compensation programs for senior executives should

encourage sustainable value creation. We are concerned

that recent executive compensation decisions at Walmart may

overemphasize sales growth even when that growth results in

declining rates of ROI, and in some cases does not produce

returns that cover the cost of capital.

Specifically, the 2011 replacement of same-store sales growth—a

metric Walmart has repeatedly touted as critically important—

with total sales growth as the sales metric under Walmart’s

performance share program risks encouraging senior executives

to invest in new stores even if doing so leads to cannibalization

of existing stores’ sales and lower ROI. During the last five

fiscal years, revenue at the Walmart US division grew by about

10.4%, but comparable store sales grew by just 0.6%. During

that period, invested capital grew at more than twice the rate

of OI growth, reinforcing our concerns. We estimate that during

this period the rate of cannibalization—the percentage of new

store sales that cannibalized existing Walmart US and Sam’s

Club sales—averaged above 80%.

Walmart has asserted that the use of OI growth for the annual

incentive plan balances the sales and ROI metrics used in the

long-term plan, yet the FY 2015 addition of sales growth to the

annual plan weakens this claim. Walmart adjusts metrics “to

ensure that our incentive plans reward underlying operational

performance, disregarding factors that are beyond the control

of our executives.” (2011 Proxy Statement, at 27). These

adjustments have increased metrics used for awards the last

three years. In FY 2015, executives benefitted from all seven

of the reported adjustments applied to OI and sales, including

an adjustment for store closings and restructurings, which are

under the control of executives and reflect their management

ability. The CEO’s weighted average adjusted performance

equaled 68% of targeted performance, yet his cash incentive

payment totaled 75% of target. On an unadjusted basis Walmart

achieved only 24% of the weighted average performance

target for his payment.


Walmart is in a period of change as we position our company

to deliver a seamless customer experience in our stores and

through e-commerce. During this period of change, Walmart

is making significant strategic investments in our people and

technology. In our public filings and other public announcements,

we have outlined the impact these investments have had,

and are expected to have, on our operating income, and

because operating income is a component of ROI, these

strategic investments also impact our ROI. Walmart’s Board

of Directors is fully engaged with and supportive of our long-

term strategy, and believes that these investments will position

our company for long-term growth. Our fiscal 2016 incentive

compensation plans, which are designed to be aligned with

our strategy and our annual operating plan, reflect the impact

of strategic investments.

As described in the CD&A section of this proxy statement,

the CNGC has reviewed, and will continue to review, our

executive compensation program to ensure that the performance

measures (including operating income and ROI) used in our

incentive compensation programs properly incentivize our

senior executives to achieve our strategic priorities in light of

our evolving business strategy. The CNGC again concluded

this year that the design of our performance-based incentive

compensation programs is aligned with our strategy and

operating plan and strikes an appropriate balance between

rewarding both annual and long-term performance and mitigating

the risk that our senior executives will make decisions that

overemphasize any single performance metric to the detriment of

our company as a whole. Furthermore, the CNGC’s independent

compensation consultant has consistently concluded that



the performance goals our incentive compensation plans are

challenging, and that the payouts under those plans are aligned

with our performance.

The importance of ROI performance to our NEOs’ total

compensation is described in the narrative and charts presented

in the CD&A in this proxy statement. More than 75% of our

CEOs’ total direct compensation for fiscal 2016 was based on

achieving specified performance targets related to ROI, sales,

and operating income, or a combination of these metrics. A

similar performance-based approach is reflected in the total

direct compensation reported for our NEOs over the prior five

fiscal years. We average three separate years of performance

to determine the three-year payout to our NEOs under our

performance share program. Therefore, because of the weight

and emphasis placed on total company ROI, even a slight

fluctuation in ROI performance for one fiscal year can lead to a

meaningful reduction in our NEOs’ performance share-based

incentive compensation.

Because the CNGC already regularly analyzes and reports

to our shareholders whether our incentive compensation

programs provide proper incentives to our NEOs to achieve our

company’s strategic priorities, we believe the adoption of the

policy requested by the proposal is unnecessary, duplicative

of practices already followed by the CNGC and our company,

and would result in an expenditure of Walmart’s resources and

our management’s and directors’ time that ultimately would

not be in our shareholders’ best interests. Furthermore, our

shareholders also have an opportunity to express their opinion

of the Walmart’s incentive compensation plans and programs

by means of the annual shareholder advisory vote on the

compensation of our NEOs.


Proposal No. 7 Request for Report Regarding Criteria for Operating in High-Risk Regions

Whereas, the Securities and Exchange Commission has

consistently recognized that human rights constitute a significant

policy issue.

Company operations in high-risk regions with poor human rights

records risk damage to Walmart’s reputation and shareholder

value.

Walmart has a presence in areas such as Nigeria, Ghana, Kenya

and Zambia – all nations that have questionable human rights

records as it relates to suffrage, women’s rights and gay rights.

Resolved: The proponent requests the Board review the

Company’s guidelines for selecting countries / regions for its

operations and issue a report, at reasonable expense excluding

any proprietary information, to shareholders by December 2016.

The report should identify Walmart’s criteria for investing in,

operating in and withdrawing from high-risk regions.

Supporting Statement: If the Company chooses, the review

may consider developing guidelines on investing or withdrawing

from areas where the government has engaged in systematic

human rights violations.

In its review and report, the Company might also consider a

congruency analysis between its stated corporate values and

Company operations in certain regions, which raises an issue

of misalignment with those corporate values, and stating the

justification for such exceptions.

For example our CEO bashed state-level religious freedom

laws as anti-homosexual bigotry saying, “we see firsthand

the benefits of diversity and inclusion have on our associates,

customers and communities we serve… Today’s passage of

HB1228 threatens to undermine the spirit of inclusion present

throughout the state of Arkansas and does not reflect the

values we proudly uphold.” However, Walmart has operations

in regions such as Ghana and Kenya where homosexual acts

are criminalized. These company operations are inconsistent

with Walmart’s values as extolled by our CEO.

Additionally, Walmart has called for massive reductions in CO2

(GHG) emissions. However, Walmart has operations in China –

the world’s largest emitter of CO2 with a questionable record

on human rights and religious freedom. Again, operations in

this region appear to conflict with Walmart’s stated values

and policies.

The proponent believes that Walmart’s record to date

demonstrates a gap between its lofty rhetoric / aspirations

and its performance. The requested report would play a role in

illuminating and addressing the factors accounting for this gap.


OTHER MATTERS


Walmart conducts retail and/or e-commerce operations in 28

countries around the world, each of which has its own unique

cultural, economic, social, and political institutions and practices

that sometimes are very different from the United States. We

also are a company of full-time and part-time associates from

a variety of ethnicities, orientations, backgrounds and life

experiences, and our associates reflect the diversity of our

customer base. We expect our associates to act with personal

integrity and in compliance with the laws of the communities

in which we operate. We also expect our associates to be

champions and ambassadors of our culture and basic beliefs,

including treating others with respect.

One of the basic beliefs upon which Sam Walton founded our

company is “respect for the individual.” We believe in treating

each other with respect, whether it is a co-worker, supplier,

customer or anyone doing business with us. This means

treating one another with fairness and courtesy in all of our

interactions in the workplace. Furthermore, we are committed

to maintaining a diverse workforce and an inclusive work

environment. Walmart does not discriminate in employment,

employment-related decisions or in business dealings on the

basis of an individual’s race, color, ancestry, age, sex, sexual

orientation, religion, disability, ethnicity, national origin, veteran

status, marital status, pregnancy or any other status protected

by law or local policy.

Furthermore, because of our heritage, we seek to use our

scale and capabilities to help others – not only our associates,

customers and shareholders, but also society at large. In addition

to creating development and advancement opportunities for

our own associates, we work to have a positive impact on

the communities where we conduct business through our

partnerships with suppliers, civil society, and others to address

pressing issues such as poverty, hunger, climate change, and

natural disasters. Walmart also creates economic opportunity

for people and businesses all along our supply chains by

promoting diversity across our supply chain through programs

that advance women’s economic mobility, create advancement

opportunities for people in retail and related sectors, promote

local manufacturing, champion supplier diversity, and help

suppliers and small businesses grow.

Our Standards for Suppliers express our company’s expectations

of suppliers and their factories for the ethical treatment of

workers, workplace safety, environmental responsibility,

and appropriate business practices. Suppliers meet these

standards by upholding human rights and creating an ethical

and sustainable supply chain. Our programs set expectations,

establish accountability, and provide resources and training

for our associates, suppliers, and factory management. We

believe this drives accountability and improvement throughout

our supply chain and ultimately has a positive impact on the

communities where we conduct business.

The proposal requests a report on our guidelines for selecting

countries for our operations. The selection of where we

conduct business is based on a wide range of factors relating

to our overall business strategies, but our Company’s basic

values and principles apply everywhere we do business. We

believe that our company’s commitment to human rights

already is demonstrated by our transparency and leadership

as described above and as can be explored in further detail

on our corporate website at http://corporate.walmart.com/

global-responsibility. Accordingly, we believe the requested

report is unnecessary and would not provide meaningful

information to shareholders.


OTHER MATTERS

Our company is not aware of any matters that will be considered at the 2016 Annual Shareholders’ Meeting other than the matters

described in this proxy statement. If any other matters are properly brought before the 2016 Annual Shareholders’ Meeting, the

proxy holders will vote the Shares as to which they hold proxies in their discretion.


INFORMATION ABOUT THE PROXY STATEMENT, THE MEETING, AND VOTING

1. What is a proxy statement, and what is a proxy?

A proxy statement is a document that SEC rules require us to provide you when we ask you to vote on certain matters yourself

or when we ask you to sign a proxy designating certain individuals to vote on those matters on your behalf. A proxy is your legal

designation of another person to vote the Shares you own. If you designate someone as your proxy in a written document, that

document is called a proxy or a proxy card. By signing the proxy card we provide to you, you will designate our Chairman and

our CEO as your proxies to cast your vote at the 2016 Annual Shareholders’ Meeting. Walmart’s Board is soliciting your proxy

to vote your Shares at the 2016 Annual Shareholders’ Meeting. Walmart pays the cost of soliciting your proxy and reimburses

brokers and others for forwarding to you the proxy statement, proxy card, or voting instruction form, and Annual Report to

Shareholders and, for certain shareholders, the notice of internet availability of our proxy materials.

2. Who may vote at the 2016 Annual Shareholders’ Meeting?

You may vote at the meeting if you were the holder of record of Shares at the close of business on April 8, 2016, the record

date set by the Board for determining those shareholders who are entitled to receive notice of, and to vote on matters at, the

2016 Annual Shareholders’ Meeting. You are entitled to one vote on each matter presented at the 2016 Annual Shareholders’

Meeting for each Share you owned of record at that time.

If your Shares are registered directly in your name with the company’s transfer agent, Computershare Trust Company, N.A., you

are considered a shareholder of record with respect to such Shares. Some shareholders hold Shares through a bank, broker, or

other nominee, and are often said to hold such shares in “street name.” These shareholders are considered “beneficial owners”

of those Shares. If you held Shares as a beneficial owner in “street name” at the close of business on April 8, 2016, you must

obtain a legal proxy, executed in your favor, from the holder of record of those Shares as of that time, to be entitled to vote those

Shares at the meeting. As of the close of business on April 8, 2016, Walmart had 3,138,772,275 Shares outstanding.

3. What am I voting on, and what are my voting choices for each of the proposals to be voted on, at the 2016 Annual Shareholders’ Meeting?

You are voting on the following items:

Proposal Voting Choices and Board RecommendationProposal No. 1: Election of 12 Directors vote in favor of each nominee;

vote in favor of one or more specific nominees;

vote against each nominee;

vote against one or more specific nominees;

abstain from voting with respect to each nominee; or

abstain from voting with respect to one or more specific nominees.

The Board recommends a vote FOR each of the nominees.Proposal No. 2: Non-Binding Advisory

Resolution to Approve Named Executive

Officer Compensation

vote in favor of the advisory resolution;

vote against the advisory resolution; or

abstain from voting on the advisory resolution.

The Board recommends a vote FOR the advisory resolution.Proposal No. 3: Wal-Mart Stores, Inc.

2016 Associate Stock Purchase Plan

vote in favor of approving the associate stock purchase plan;

vote against the approval of the associate stock purchase plan; or

abstain from voting on the approval of the associate stock purchase plan.

The Board recommends a vote FOR the associate stock purchase plan.



Proposal Voting Choices and Board RecommendationProposal No. 4: Ratification of EY as

Independent Accountants for Fiscal 2017

vote in favor of the ratification;

vote against the ratification; or

abstain from voting on the ratification.

The Board recommends a vote FOR the ratification.Proposal Nos. 5-7: Shareholder

Proposals Appearing in this Proxy

Statement

vote in favor of each shareholder proposal;

vote against each shareholder proposal;

vote in favor of one or more shareholder proposals;

vote against one or more shareholder proposals;

abstain from voting on one or more shareholder proposals; or

abstain from voting on all shareholder proposals.

The Board recommends a vote AGAINST each of the shareholder proposals.

4. Who counts the votes? Are my votes confidential?

Broadridge will count the votes. The Board has appointed two

employees of Broadridge as the inspectors of election. Your

proxy card or ballot and voting records (including with respect

to votes cast by phone or mobile device or over the internet) will

not be disclosed unless the law requires disclosure, you request

disclosure, or your vote is cast in a contested election. If you

write comments on your proxy card or ballot, your comments

will be provided to Walmart by Broadridge, but how you

voted will remain confidential.

5. What is the quorum requirement for holding the 2016 Annual Shareholders’ Meeting?

The holders of a majority of the Shares outstanding and entitled to vote as of the record date for the meeting must be present

in person or represented by proxy for business to be transacted at the meeting.

6. What vote is required to elect a director at the 2016 Annual Shareholders’ Meeting?

To be elected in an “uncontested election” of directors, which

under our Bylaws is an election in which the number of nominees

for director is not greater than the number of directors to be

elected, a director nominee must receive affirmative votes

representing a majority of the votes cast by the holders of

Shares present in person or represented by proxy at the meeting

and entitled to vote on the election of directors (a “majority

vote”). To be elected in a “contested election” of directors,

which our Bylaws define as an election in which the number of

nominees for director is greater than the number of directors to

be elected, a director nominee must receive a plurality of the

votes of the holders of Shares present in person or represented

by proxy at the meeting and entitled to vote on the election

of directors. We expect the election of directors at the 2016

Annual Shareholders’ Meeting to be an uncontested election.

7. What happens if a director nominee fails to receive a majority vote in an uncontested election at the 2016 Annual Shareholders’ Meeting?

Any incumbent director who is a director nominee and who

does not receive a majority vote must promptly tender his

or her offer of resignation as a director for consideration by

the Board. Each director standing for reelection at the 2016

Annual Shareholders’ Meeting has agreed to resign, effective

upon acceptance of such resignation by the Board, if he or

she does not receive a majority vote. The Board must accept

or reject such resignation within 90 days following certification

of the shareholder vote in accordance with the procedures

established by the Bylaws. If a director’s resignation offer is

not accepted by the Board, that director will continue to serve

until our company’s next Annual Shareholders’ Meeting and

his or her successor is duly elected and qualified or until the

director’s earlier death, resignation, or removal.

Any director nominee who is not an incumbent director and

who fails to receive a majority vote in an uncontested election

will not be elected as a director, and a vacancy will be left

on the Board. The Board, in its sole discretion, may either fill

a vacancy resulting from a director nominee not receiving a

majority vote pursuant to the Bylaws or decrease the size of

the Board to eliminate the vacancy.



8. What vote is required to pass the other proposals at the 2016 Annual Shareholders’ Meeting?

At any meeting at which a quorum has been established, the

affirmative vote of the holders of a majority of the Shares present

in person or represented by proxy at the meeting and entitled to

vote on the proposal at issue is required for: (i) the ratification of

the appointment of EY as Walmart’s independent accountants

for fiscal 2016; (ii) the adoption of a non-binding advisory

resolution to approve the compensation of the company’s NEOs;

and (iii) the adoption of each of the shareholder proposals. At

any meeting at which a quorum has been established, the

affirmative vote of a majority of the votes cast on the proposal

is required for the approval of the 2016 ASPP.

9. What is the effect of an “abstain” vote or a “broker non-vote” on the proposals to be voted on at the 2016 Annual Shareholders’ Meeting?

Abstentions. A Share voted “abstain” with respect to any

proposal is considered as present and entitled to vote with

respect to that proposal, but is not considered a vote cast with

respect to that proposal except for the approval of the 2016

ASPP, where per NYSE requirements, an abstention will be

treated as a vote cast. Therefore, an abstention will not have

any effect on the election of directors. Because each of the

other proposals requires the affirmative vote of the holders of

a majority of the Shares present and entitled to vote on each

such proposal or a majority of the votes cast on such proposal

in order to pass, an abstention will have the effect of a vote

against each of the other proposals.

Broker Non-Votes. A “broker non-vote” occurs if your Shares

are not registered in your name (that is, you hold your Shares

in “street name”) and you do not provide the record holder of

your Shares (usually a bank, broker, or other nominee) with

voting instructions on any matter as to which, under the NYSE

rules for member organizations (such as brokers), a broker

may not vote without instructions from you, but the broker

nevertheless provides a proxy for your Shares. Shares as to

which a broker non-vote occurs are considered present for

purposes of determining whether a quorum exists, but are

not considered “votes cast” or Shares “entitled to vote” with

respect to a voting matter. Therefore, a broker non-vote will

not have any effect on the outcome of the proposals.

Under the NYSE rules for member organizations: (i) the election

of directors; (ii) the non-binding advisory vote to approve the

compensation of the company’s NEOs; (iii) the approval of the

Associate Stock Purchase Plan; and (iv) each of the shareholder

proposals described in this proxy statement are not matters on

which a broker may vote without your instructions. Therefore,

if your Shares are not registered in your name and you do

not provide instructions to the record holder of your Shares

regarding these proposals, a broker non-vote as to your Shares

will result with respect to these proposals. The ratification of

the appointment of independent accountants is a routine item

under the NYSE rules for member organizations. As a result,

brokers who do not receive instructions from you as to how

to vote on that matter generally may vote your Shares on that

matter in their discretion.

If your Shares are held of record by a bank, broker, or other

nominee, we urge you to give instructions to your bank, broker,

or other nominee as to how you wish your Shares to be voted

so you may participate in the shareholder voting on these

important matters.

10. How do I vote?

The process for voting your Shares depends on how your

Shares are held. Generally, as discussed above, you may hold

Shares as a “record holder” (that is, in your own name) or in

“street name” (that is, through a nominee, such as a broker

or bank). As explained above, if you hold Shares in “street

name,” you are considered to be the “beneficial owner” of

those Shares.

Voting by Record Holders. If you are a record holder, you

may vote by proxy or you may vote in person at the 2016

Annual Shareholders’ Meeting. If you are a record holder and

would like to vote your Shares by proxy prior to the 2016

Annual Shareholders’ Meeting, you have four ways to vote:

go to the website www.proxyvote.com and follow

the instructions at that website;

scan the QR code on your proxy card or notice of

availability with your mobile device and follow the

instructions provided;

call 1-800-690-6903 using a touch-tone

phone (toll charges may apply for calls made

from outside the United States) and follow the

instructions provided on the call; or

if you received a proxy card in the mail, complete,

sign, date, and mail the proxy card in the return

envelope provided to you.



Please note that telephone and internet voting will close at 11:59 p.m. Eastern time on June 2, 2016. If you wish to vote by telephone or internet, follow the instructions on your proxy card (if you received a paper copy of the proxy materials) or in the notice of availability of the proxy materials. If you received a proxy card in the mail and wish to vote by completing and returning the proxy card via mail, please note that your completed proxy card must be received before the polls close for voting at the 2016 Annual Shareholders’ Meeting.

If you plan to attend the 2016 Annual Shareholders’ Meeting and wish to vote in person, you will be given, upon your request, a ballot at the 2016 Annual Shareholders’ Meeting. Even if you vote by proxy prior to June 3, 2016, you may still attend the 2016 Annual Shareholders’ Meeting.

Voting by Beneficial Owners of Shares Held in “Street Name.” If your Shares are held in the name of a broker, bank, or other nominee (that is, your Shares are held in “street name”), you should receive separate instructions from the record holder of your Shares describing how to vote. If your Shares are held

in the name of a broker, bank, or other nominee and you want to vote in person, you will need to obtain (and bring with you to the 2016 Annual Shareholders’ Meeting) a legal proxy from the record holder of your Shares (who must have been the record holder of your Shares as of the close of business on April 8, 2016) indicating that you were a beneficial owner of Shares as of the close of business on April 8, 2016, as well as the number of Shares of which you were the beneficial owner on the record date, and appointing you as the record holder’s proxy to vote the Shares covered by that proxy at the 2016 Annual Shareholders’ Meeting.

Voting of Shares Held in the 401(k) Plan or the Wal-Mart Puerto Rico 401(k) Plan. If your Shares are held through the 401(k) Plan or the Wal-Mart Puerto Rico 401(k) Plan, you must provide instructions on how you wish to vote your Shares held through such plans no later than 11:59 p.m. Eastern time on May 31, 2016. If you do not provide such instructions by that time, your Shares will be voted by the Retirement Plans Committee of the respective plan in accordance with the rules of the applicable plan.

11. What if I do not specify a choice for a proposal when returning a proxy or a voting instruction form?

We urge all shareholders to express their choices on each voting

matter described on the proxy card or the voting instruction

form (which you will receive from your broker, bank, or other

nominee, if your Shares are held in “street name”).

Shares Owned by Record Holders. If you are a record owner

of Shares and you sign and return a proxy card, unless you

indicate otherwise, the persons named as proxies on the proxy

card will vote your Shares: FOR the election of each of the

nominees for director named in this proxy statement; FOR the

non-binding advisory resolution to approve the compensation of

the company’s NEOs; FOR the approval of the 2016 Associate

Stock Purchase Plan; FOR the ratification of EY as Walmart’s

independent accountants for fiscal 2017; and AGAINST each

of the shareholder proposals appearing in this proxy statement.

Shares Held in “Street Name” by Beneficial Owners. If you

are a beneficial owner of Shares held in “street name” and you

sign and return a voting instruction form to your bank, broker,

or other nominee (in accordance with the voting instructions

provided by such bank, broker, or other nominee), but do

not provide instructions regarding how you wish your Shares

to be voted on each of the voting matters described in this

proxy statement, as more specifically discussed in the answer

to Question No. 9 above, a “broker non-vote” will result with

respect to your Shares regarding the election of each of the

nominees for director named in this proxy statement; the non-

binding advisory resolution to approve the compensation of the

company’s NEOs; the 2016 Associate Stock Purchase Plan;

and each of the shareholder proposals appearing in this proxy

statement. Banks, brokers, and other nominees who do not

receive instructions from you regarding the ratification of the

appointment of independent accountants may generally vote

on that matter in their discretion.

12. I completed and returned my proxy card, but I have changed my mind about how I want to vote. Can I revoke my proxy and change my vote?

Yes, if you are a record holder, you may revoke a previously

submitted proxy and change your vote by:

delivering a written notice of revocation to Walmart’s

Corporate Secretary at 702 Southwest 8th Street, Bentonville,

AR 72716-0215 before the polls close for voting at the

2016 Annual Shareholders’ Meeting;

signing a proxy bearing a later date than the proxy being

revoked and delivering it to Walmart’s Corporate Secretary

at the address provided in the Notice of 2016 Annual

Shareholders’ Meeting included in this proxy statement before

the polls close for voting at the 2016 Annual Shareholders’

Meeting; or

voting in person at the 2016 Annual Shareholders’ Meeting.

If your Shares are held in street name through a broker, bank,

or other nominee, you should contact the record holder of

your Shares regarding how to revoke your voting instructions.



13. Why did I receive a notice regarding the internet availability of the proxy materials instead of a paper copy of the proxy materials?

Important Notice Regarding the Availability of Proxy Materials for the 2016 Annual Shareholders’ Meeting to be held on June 3, 2016. This year, we are again taking

advantage of the rules of the SEC that allow us to furnish our

proxy materials over the internet. As a result, we are mailing

a notice of availability of the proxy materials on the internet,

rather than a full paper set of the proxy materials, to many of

our shareholders. This notice of availability includes instructions

on how to access our proxy materials on the internet, as well

as instructions on how shareholders may obtain a paper copy

of the proxy materials by mail or a printable copy electronically.

Shareholders who have affirmatively requested electronic

delivery of our proxy materials will receive instructions via email

regarding how to access these materials electronically. All other

shareholders, including shareholders who have previously

requested to receive a paper copy of the materials, will receive

a full paper set of the proxy materials by mail. This distribution

process will contribute to our sustainability efforts and will

reduce the costs of printing and distributing our proxy materials.

14. How can I access the proxy materials over the internet? How can I elect to receive proxy materials for future annual meetings electronically? How can I request a paper copy of the proxy materials?

Accessing the Proxy Materials on the Internet. You

can access the proxy statement and the Annual Report to

Shareholders in the “Investors” section of Walmart’s corporate

website at http://stock.walmart.com/annual-reports. In

accordance with the rules of the SEC, we do not use software

that identifies visitors accessing our proxy materials on our

website.

Electing to Receive Proxy Materials for Future Annual Shareholders’ Meetings Electronically. If you wish to join

in Walmart’s sustainability efforts, you can instruct Walmart

to deliver its proxy materials for future annual shareholders’

meetings to you electronically by email. If you choose to access

future proxy materials electronically, you will receive an email

with instructions containing a link to the website where those

materials are available and a link to the proxy voting website.

Your election to access proxy materials electronically will remain

in effect until you terminate it. You may choose this method

of delivery in the “Investors” section of Walmart’s corporate

website at http://stock.walmart.com/annual-reports.

Obtaining a Paper Copy of the Proxy Materials. If you

received a notice regarding the internet availability of the

proxy materials, you will find instructions about how to obtain

a paper copy of the proxy materials and the Annual Report

to Shareholders in your notice. If you received an email

notification as to the availability of the proxy materials, you

will find instructions about how to obtain a paper copy of the

proxy materials and the Annual Report to Shareholders as

part of that email notification. We will mail a paper copy of the

proxy materials and the Annual Report to Shareholders to all

shareholders to whom we do not send a notice of availability

or an email notification regarding the internet availability of the

proxy materials.

15. What should I do if I receive more than one notice of, or email notification about, the internet availability of the proxy materials or more than one paper copy of the proxy materials?

Some shareholders may receive more than one notice of

internet availability, more than one email notification, or more

than one paper copy of the proxy materials, including multiple

proxy cards. For example, if you hold your Shares in more than

one brokerage account, you may receive a separate notice of

availability, a separate email notification, or a separate voting

instruction form for each brokerage account in which you hold

Shares. If you are a shareholder of record and your Shares

are registered in more than one name, you may receive a

separate notice of availability, a separate email notification,

or a separate set of paper proxy materials and proxy card for

each name in which you hold Shares. To vote all of your Shares,

you must complete, sign, date, and return each proxy card you

receive or vote the Shares to which each proxy card relates by

telephone, internet, or mobile device as described above, or

vote in person as described above. If you have Shares held in

one or more “street names,” you must complete, sign, date,

and return to each bank, broker, or other nominee through

which you hold Shares each voting instruction form received

from that bank, broker, or other nominee (or obtain a proxy

from each such nominee holder if you wish to vote in person

at the 2016 Annual Shareholders’ Meeting).



16. What is householding, and how can I opt-out or enroll?

If you are a beneficial owner of Shares, your bank, broker, or

other nominee may deliver a single set of proxy materials to any

household at which two or more shareholders reside unless

contrary instructions have been received from you. This procedure,

referred to as householding, reduces the volume of duplicate

materials shareholders receive and reduces mailing expenses.

Shareholders may revoke their consent to future householding

mailings or enroll in householding by contacting their bank, broker,

or other nominee. Alternatively, if you wish to receive a separate

set of proxy materials for the 2016 Annual Shareholders’ Meeting

or future shareholders’ meetings, we will deliver them promptly

upon request made by contacting the Global Investor Relations

team by any of the means described on page 32 above.

17. How can I attend the 2016 Annual Shareholders’ Meeting? What do I need to bring?

IMPORTANT NOTICE: If you plan to attend the 2016 Annual Shareholders’ Meeting in person, you must follow the instructions below to gain admission.

Only shareholders who owned Shares as of the close of business on April 8, 2016 are entitled to attend the 2016 Annual Shareholders’ Meeting. You will be admitted

to the 2016 Annual Shareholders’ Meeting only if you present

valid proof of Share ownership as described below and photo

identification (such as a valid driver’s license or passport) at an

entrance to Bud Walton Arena, the facility at which the 2016

Annual Shareholders’ Meeting is to be held.

If your Shares are registered in your name and you received

your proxy materials by mail, you should bring the proxy

statement you received in the mail or the proxy card that

you received in the mail (or, if you have already completed

and returned your proxy card, the top part of the proxy card

marked “keep this portion for your records”) to the 2016

Annual Shareholders’ Meeting.

If your Shares are registered in your name and you received

a notice of internet availability of the proxy materials in the

mail, you should bring that notice of internet availability with

you to the 2016 Annual Shareholders’ Meeting.

If you received an email with instructions containing a link

to the website where our proxy materials are available and

a link to the proxy voting website, bring that email with you

to the 2016 Annual Shareholders’ Meeting.

If you are a beneficial owner of Shares and your Shares

are held in street name as described above, you will be

admitted to the 2016 Annual Shareholders’ Meeting only

if you present either a valid legal proxy from your bank,

broker, or other nominee as to your Shares, the notice of

internet availability of the proxy materials (if you received

one), a voting instruction form that you received from your

bank, broker, or other nominee (if you have not already

completed and returned the voting instruction form), or a

recent bank, brokerage, or other statement showing that you

owned Shares as of the close of business on April 8, 2016.

Each shareholder may appoint only one proxy holder or

representative to attend the meeting on behalf of such

shareholder.

The use of cameras, camcorders, videotaping equipment, and other recording devices will not be permitted in Bud Walton Arena. Attendees may not bring into the arena large packages or other material that could pose a safety or disruption hazard (e.g., fireworks, noisemakers, horns, confetti, etc.). Photographs and videos taken at the 2016

Annual Shareholders’ Meeting may be used by Walmart. By

attending the 2016 Annual Shareholders’ Meeting, you will be

agreeing to Walmart’s use of those photographs and waive

any claim or rights with respect to those photographs and

videos and their use.

18. I am unable to attend the meeting in person. Can I view the meeting via webcast?

Yes. If you are unable to attend the 2016 Annual Shareholders’ Meeting in person, we invite you to view a live webcast of the

meeting at www.stock.walmart.com. The webcast of the 2016 Annual Shareholders’ Meeting will be available for viewing on

our corporate website for a limited time after the meeting.

19. When will the company announce the voting results?

We will announce the outcome of each proposal voted on at the 2016 Annual Shareholders’ Meeting at the conclusion of that meeting.

We will report the preliminary voting results in a press release on or before June 6, 2016, which will be available on our corporate

website, and we will report the official voting results in a filing with the SEC on or before June 9, 2016.


SUBMISSION OF SHAREHOLDER PROPOSALSIf you wish to submit a proposal for possible inclusion in our proxy

statement relating to our 2017 Annual Shareholders’ Meeting,

send the proposal, by registered, certified, or express mail to:

Gordon Y. Allison, Vice President and General Counsel,

Corporate Division

Wal-Mart Stores, Inc.

702 Southwest 8th Street

Bentonville, Arkansas 72716-0215

Shareholder proposals intended for inclusion in our proxy

statement for the 2017 Annual Shareholders’ Meeting in

accordance with the SEC’s Rule 14a-8 under the Exchange

Act must be received by our company in the manner described

above no later than the close of business on December 21,

2016. Any shareholder proposal received by the company after

that date will not be included in the company’s proxy statement

relating to the 2017 Annual Shareholders’ Meeting. Further,

all proposals submitted for inclusion in the company’s proxy

statement relating to the 2017 Annual Shareholders’ Meeting

must comply with all of the requirements of SEC Rule 14a-8.

Shareholders who wish to bring business before Walmart’s 2017

Annual Shareholders’ Meeting, other than through a shareholder

proposal pursuant to the SEC’s rules, or nominate a person

for election as a director, must notify the Corporate Secretary

of our company in writing and provide the information required

by the provision of the Bylaws dealing with business at annual

and special meetings. Under the Bylaws, the notice must be

delivered to or mailed and received at Walmart’s principal

executive offices not less than 90 nor more than 120 days prior

to the one-year anniversary of the 2016 Annual Shareholders’

Meeting (assuming the 2016 Annual Shareholders’ Meeting

is held on June 3, 2016, no later than March 5, 2017 and no

earlier than February 3, 2017), unless the date of the 2017

Annual Shareholders’ Meeting is more than 30 days before or

more than 60 days after such anniversary date, in which case

such notice must be delivered to or mailed and received at

Walmart’s principal executive offices not more than 120 days

prior to the date of the 2017 Annual Shareholders’ Meeting

nor less than the later of 90 days prior to the date of the 2017

Annual Shareholders’ Meeting or the tenth day following the

day on which a public announcement of the 2017 Annual

Shareholders’ Meeting is made. The requirements for such

notice are set forth in the Bylaws, a copy of which can be

found on our corporate website at http://stock.walmart.com/

corporate-governance/governance-documents. The Board

periodically reviews the Bylaws, as in effect from time to time,

and approves amendments as it deems appropriate. Any

amendments to the Bylaws will be reported in a filing with

the SEC, as required by Form 8-K, and the amended Bylaws

will be filed as an exhibit to an SEC filing and posted on our

corporate website at the web address above.


TABLE OF ABBREVIATIONS

The following abbreviations are used for certain terms that

appear in this proxy statement:

2004 ASPP: the Wal-Mart Stores, Inc. 2004 Associate

Stock Purchase Plan, as restated effective February 1,

2004, and subsequently amended

2016 ASPP or Associate Stock Purchase Plan: the Wal-Mart

Stores, Inc. 2016 Associate Stock Purchase Plan, as amended

and restated by action of the Board on April 7, 2016, subject to

shareholder approval at the 2016 Annual Shareholders’ Meeting

2015 Annual Shareholders’ Meeting: Walmart’s Annual

Shareholders’ Meeting held on June 5, 2015


Shareholders’ Meeting to be held on June 3, 2016


Shareholders’ Meeting to be held in June 2017

401(k) Plan: the Walmart 401(k) Plan

Annual Report to Shareholders: Walmart’s Annual Report to

Shareholders for fiscal 2016

Associate: an employee of Walmart or one of its consolidated

subsidiaries

Audit Committee: the Audit Committee of the Board

Board: the Board of Directors of Walmart

Board committees: the Audit Committee, the CNGC, the

Executive Committee, the Global Compensation Committee,

the SPFC, and the TeCC

Broadridge: Broadridge Financial Solutions, Inc., representatives

of which will serve as the inspectors of election at the 2016

Annual Shareholders’ Meeting

Bylaws: the amended and restated Bylaws of Walmart, effective

as of June 5, 2014

CD&A: the Compensation Discussion and Analysis included

in this proxy statement

CEO: the Chief Executive Officer of a company

CFO: the Chief Financial Officer of a company

CNGC: the Compensation, Nominating and Governance

Committee of the Board

Deferred Compensation Matching Plan or DCMP: the Wal-

Mart Stores, Inc. Deferred Compensation Matching Plan, as

adopted effective February 1, 2012, and which replaced the

Officer Deferred Compensation Plan

Director Compensation Deferral Plan: the Wal-Mart Stores, Inc.

Director Compensation Deferral Plan, effective June 4, 2010

EPS: Diluted earnings per share from continuing operations

Exchange Act: the Securities Exchange Act of 1934, as amended

Executive Committee: the Executive Committee of the Board

Executive Officers: those senior officers of our company

determined by the Board to be executive officers (as defined

by Rule 3b-7 under the Exchange Act) as to whom Walmart

has certain disclosure obligations and who must report certain

transactions in equity securities of our company under Section 16

EY: Ernst & Young LLP, an independent registered public

accounting firm

Fiscal 2019, fiscal 2018, fiscal 2017, fiscal 2016, fiscal 2015,

fiscal 2014, fiscal 2013, fiscal 2012, and fiscal 2011: Walmart’s

fiscal years ending January 31, 2019, 2018, 2017, 2016, 2015,

2014, 2013, 2012, and 2011, respectively

GAAP: generally accepted accounting principles in effect in

the United States

Global Compensation Committee or GCC: the Global

Compensation Committee of the Board

Gross Merchandise Value or GMV: the total sales value of

merchandise sold or transacted where the transaction originates

online, excluding the sale of gift cards

Independent Directors: the Walmart directors whom the Board

has affirmatively determined have no material relationships

with our company pursuant to the standards set forth in the

NYSE Listed Company Rules and, as to members of the Audit

Committee, who meet the requirements of Section 10A of the

Exchange Act and Rule 10A-3 under the Exchange Act and,

as to members of the CNGC, who meet the requirements

of Section 10C of the Exchange Act, Rule 10C-1 under the

Exchange Act and the heightened independence requirements

under the NYSE Listed Company Rules for compensation

committee members

Internal Revenue Code: the Internal Revenue Code of 1986,

as amended

Management Incentive Plan or MIP: the Wal-Mart Stores, Inc.

Management Incentive Plan, as amended effective February 1, 2013

Named Executive Officers or NEOs: Walmart’s President and

CEO, each person who served as Walmart’s CFO during fiscal

2016, the next three most highly compensated Executive

Officers other than our CEO and CFO during fiscal 2016, and

the Executive Vice President, President and CEO, Sam’s Club

during fiscal 2016, whom Walmart is voluntarily including as

an NEO in this proxy statement


TABLE OF ABBREVIATIONS

NYSE: the New York Stock Exchange

NYSE Listed Company Rules: the NYSE’s rules for companies

with securities listed for trading on the NYSE, including the

continual listing requirements and rules and policies on matters

such as corporate governance, shareholder communication,

and shareholder approval

Officer Deferred Compensation Plan or ODCP: the Wal-Mart

Stores, Inc. Officer Deferred Compensation Plan, amended and

restated effective January 1, 2009, and which was replaced,

effective February 1, 2012, with the Deferred Compensation

Matching Plan

Outside Directors or Non-Management Directors: the members

of the Board who are not employed by Walmart or a consolidated

subsidiary of Walmart

Return on Investment or ROI: our return on investment,

calculated as described in Annex A to this proxy statement

SEC: the United States Securities and Exchange Commission

Section 16: Section 16 of the Exchange Act

SERP: the Wal-Mart Stores, Inc. Supplemental Executive

Retirement Plan, as amended and restated effective January 1,

2009, which was replaced, effective February 1, 2012, with

the Deferred Compensation Matching Plan

Share or Shares: a share or shares of Walmart common stock,

$0.10 par value per share

SOX: the Sarbanes-Oxley Act of 2002

SPFC: the Strategic Planning and Finance Committee of the

Board

Stock Incentive Plan: the Wal-Mart Stores, Inc. Stock Incentive

Plan of 2015, as amended and restated in certain immaterial

respects effective February 23, 2016, by action of the Executive

Committee and ratified by the Board

TeCC: the Technology and eCommerce Committee of the Board

Walmart, our company, the company, we, our, or us: Wal-Mart

Stores, Inc., a Delaware corporation and, where the context

requires, its consolidated subsidiaries

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A-1 2016 Proxy Statement

ANNEX A

Information regarding Certain Non-GAAP Financial MeasuresCertain financial measures we discussed in the Compensation

Discussion and Analysis—Executive Summary section of this

proxy statement are considered non-GAAP financial measures

under the SEC’s rules because they are calculated by excluding

or including amounts that would be included or excluded in the

calculation of comparable measures calculated in accordance

with GAAP. Below, we identify:

those non-GAAP financial measures (the “Non-GAAP

Measures”) and tell you briefly how we compute them;

the financial measure calculated and presented in accordance

with GAAP or using only measures calculated and presented

in accordance with GAAP that we believe is the most directly

comparable such financial measure to each Non-GAAP

Measure (each, a “Comparable GAAP Measure”);

the reasons why we think the Non-GAAP Measures provide

our shareholders with useful information about our financial

condition and results of operations; and

a reconciliation of each Non-GAAP Measure with its

Comparable GAAP Measure.

When we refer below to a financial measure as being a “reported”

financial measure, we are referring to a GAAP financial measure

that was presented in our consolidated statement of income

for fiscal 2016.

Adjusted EPSOur diluted earnings per share from continuing operations

attributable to Walmart (which we refer to as our “EPS”) are

calculated in accordance with GAAP based our net income

from continuing operations attributable to Walmart, although

from time to time, the company may believe that our EPS for a

period does not reflect our core performance, typically because

of certain expenses that the company incurs in that period. Our

EPS for fiscal 2016 was such an instance and we calculated

an adjusted diluted earnings per share amount for fiscal 2016.

Non-GAAP Measure: The company’s adjusted diluted earnings

per share from continuing operations attributable to Walmart

(which we refer to as “Adjusted EPS”) for fiscal 2016 was

calculated by adjusting the EPS for fiscal 2016 for the amount

of the per share dilutive impact of: (1) the effect of the closure

of approximately 269 stores globally (the “Store Closures”), (2)

the benefit from the immaterial cumulative adjustment related

to certain leases recognized in the third quarter of fiscal 2016

(the “Lease Adjustment”), and (3) the effect of recognizing

certain discrete tax items in the fourth quarter of fiscal 2016

(the “Discrete Tax Items”).

Comparable GAAP Measure: The company’s EPS for fiscal

2016 as reported.

Why the Non-GAAP Measure is Useful Information: Management

believes that the Adjusted EPS for fiscal 2016 is a meaningful

metric to share with shareholders because that metric,

which adjusts EPS for fiscal 2016 for the items in fiscal 2016

described above, is the metric that affords investors a view

of what management considers the company’s core earnings

performance for fiscal 2016 and also affords investors the

ability to make a more informed assessment of such core

earnings performance.

Reconciliations: Reconciliation of the company’s Adjusted EPS

for fiscal 2016 to the company’s EPS for fiscal 2016.

Adjusted EPS - Fiscal 2016

Fiscal Year EndedJanuary 31, 2016

Adjusted EPS $ 4.59

Adjustments

Stores Closures (0.20)

Lease Adjustment 0.04

Discrete Tax Items 0.14

EPS $ 4.57

Constant Currency MeasuresWe use currency exchange rates to convert the operating

results for all countries where the functional currency is not the

U.S. dollar into U.S. dollars for financial reporting purposes.

A constant currency measure is one in which an item, such

as operating income, for a period is calculated by translating

activity in a functional currency other than the U.S. dollar into

U.S. dollars by using the comparable prior year period’s currency

exchange rates and presented in U.S. dollars.

Non-GAAP Measures: The company’s constant currency

consolidated revenue and constant currency consolidated

operating income for fiscal 2016.

Comparable GAAP Measures: Our reported consolidated

total revenues and consolidated operating income for fiscal

2016, respectively.

2016 Proxy Statement

ANNEX A

Why the Measures Are Useful Information: These constant

currency financial measures permit investors to understand

better Walmart’s core performance in fiscal 2016 without the

effects of fluctuations in currency exchange rates, which are

subject to volatility from period-to-period.

In accordance with SEC guidance, we have not included a

quantitative reconciliation of the constant currency financial

measures disclosed in the proxy statement. A reconciliation

of each of the constant currency financial measures described

above to its Comparable GAAP Measure appears in our earnings

release for the fourth quarter of fiscal 2016, which is available

on our website at www.stock.walmart.com.

Other Non-GAAP Financial MeasuresThe following performance metrics, which, as discussed in

the proxy statement to which this Annex A is attached, the

company uses to determine whether it will make payments

under its annual cash incentive plans and the amount of any

payments and whether payouts will be made under its long-

term performance share units and the amount of any payouts,

are considered non-GAAP financial measures:

our return on investment (which we refer to as our “ROI”);

our constant currency total company operating income;

our constant currency International operating income;

our constant currency total company sales (excluding fuel);

our constant currency International sales (excluding fuel); and

our Sam’s Club sales (excluding fuel).

Each such non-GAAP financial measures is adjusted as

described under the caption “Executive Compensation—

Compensation Discussion and Analysis—Incentive Goal

Setting Philosophy and Process” in the proxy statement.

As permitted by the SEC’s rules and guidance, we do not

disclose the financial measures calculated and presented in

accordance with GAAP that are most directly comparable to

such non-GAAP financial measures or why we believe those

non-GAAP financial measures are important information for

our shareholders to have or provide a reconciliation of each

of those non-GAAP financial measures to the most directly

comparable financial measure calculated and presented in

accordance with GAAP. However, we believe it is important

for our shareholders to understand how we calculated the

non-GAAP measures described above.

We calculated constant currency total company operating

income and constant currency International operating income

as described above by using the currency exchange rates for

fiscal 2015 to translate the fiscal 2016 operating income for all

countries where the functional currency is not the U.S. dollar

into U.S. dollars rather than using the fiscal 2016 currency

exchange rates used to calculate our reported total company

operating income and International operating income to make

those translations. We calculated the constant currency total

company sales (excluding fuel) by adding the Walmart US

sales as reported to the constant currency International sales

(excluding fuel) calculated as described below and the Sam’s

Club sales (excluding fuel) for fiscal 2016, which we calculated

by deducting Sam’s Club fuel sales in fiscal 2016 from Sam’s

Club’s reported fiscal 2016 sales. We calculated the constant

currency International sales (excluding fuel) by excluding all of

International’s fuel sales from its reported sales and translating the

remaining balance of those sales in those countries in which the

functional currency is not the U.S. dollar into U.S. dollars using

the currency exchange rates for fiscal 2015, and not the fiscal

2016 currency exchange rates. The other adjustments discussed

under the caption “Executive Compensation—Compensation

Discussion and Analysis—Incentive Goal Setting Philosophy

and Process” were also made as a part of the calculation of

each non-GAAP financial measure discussed above.

Our ROI for fiscal 2016 is calculated as adjusted operating

income (operating income plus interest income, depreciation

and amortization, and rent expense) for fiscal 2016 divided

by average invested capital for fiscal 2016. We considered

average invested capital for fiscal 2016 to be the average of

our beginning and ending total assets for fiscal 2016, plus

average accumulated depreciation and average accumulated

amortization, less average accounts payable and average

accrued liabilities for fiscal 2016, plus a rent factor equal to

rent expense for fiscal 2016 multiplied by a factor of eight. We

excluded the impact of any discontinued operations from the

calculation of our ROI. In computing the adjusted operating

income component of ROI we also made the same adjustments

we made to calculate the constant currency total company

operating income for purposes of our annual cash incentive

calculations. We also made certain balance sheet adjustments

when calculating our average assets and average liabilities

as described under the caption “Executive Compensation—

Compensation Discussion and Analysis—Incentive Goal Setting

Philosophy and Process.” Although return on investment is a

standard financial measure, our calculation of ROI may differ

from other companies’ calculations of their return on investment.

A-2

2016 Proxy Statement B-1

ANNEX B

Wal-Mart Stores, Inc. 2016 Associate Stock Purchase Plan(As amended and restated effective as of April 1, 2016)

Table of Contents

I. DEFINITIONS B-3

1.1 Account .......................................................................................................................................................................................................................................................................................................................B-3

1.2 Account Administrator ............................................................................................................................................................................................................................................................................B-3

1.3 Account Closure .............................................................................................................................................................................................................................................................................................B-3

1.4 Affiliate ...........................................................................................................................................................................................................................................................................................................................B-3

1.5 Associate ...................................................................................................................................................................................................................................................................................................................B-3

1.6 Award Program ................................................................................................................................................................................................................................................................................................B-3

1.7 Board ..............................................................................................................................................................................................................................................................................................................................B-3

1.8 Committee ...............................................................................................................................................................................................................................................................................................................B-3

1.9 Company ...................................................................................................................................................................................................................................................................................................................B-3

1.10 Contribution ...........................................................................................................................................................................................................................................................................................................B-3

1.11 Employer ....................................................................................................................................................................................................................................................................................................................B-3

1.12 Participant ................................................................................................................................................................................................................................................................................................................B-3

1.13 Participating Employer ............................................................................................................................................................................................................................................................................B-3

1.14 Payroll Deduction ...........................................................................................................................................................................................................................................................................................B-3

1.15 Plan ...................................................................................................................................................................................................................................................................................................................................B-3

1.16 Plan Year ....................................................................................................................................................................................................................................................................................................................B-3

1.17 Section 16 Officers ......................................................................................................................................................................................................................................................................................B-3

1.18 Stock ...............................................................................................................................................................................................................................................................................................................................B-3

II. ELIGIBILITY B-3

2.1 In General .................................................................................................................................................................................................................................................................................................................B-3

2.2 Leaves of Absence ......................................................................................................................................................................................................................................................................................B-4

III. PLAN CONTRIBUTIONS B-4

3.1 Shares Available for Contributions .........................................................................................................................................................................................................................................B-4

3.2 Plan Contributions ........................................................................................................................................................................................................................................................................................B-4

3.3 Maximum Limits on Contributions .........................................................................................................................................................................................................................................B-4

3.4 Payroll Deductions .......................................................................................................................................................................................................................................................................................B-4

3.5 Matching Contributions .........................................................................................................................................................................................................................................................................B-4

3.6 Award Contributions ..................................................................................................................................................................................................................................................................................B-4

3.7 Voluntary Contributions .........................................................................................................................................................................................................................................................................B-5

3.8 Remittance of Contributions ..........................................................................................................................................................................................................................................................B-5


ANNEX B

B-2

IV. ACCOUNT PURCHASES, MAINTENANCE & SALES B-5

4.1 Account Establishment ..........................................................................................................................................................................................................................................................................B-5

4.2 Share Purchases ............................................................................................................................................................................................................................................................................................B-5

4.3 Share Purchases for Non-U.S. Participants .............................................................................................................................................................................................................B-5

4.4 Allocation to Accounts ...........................................................................................................................................................................................................................................................................B-6

4.5 Share Ownership............................................................................................................................................................................................................................................................................................B-6

4.6 Account Statements ..................................................................................................................................................................................................................................................................................B-6

4.7 Risk of Loss ...........................................................................................................................................................................................................................................................................................................B-6

4.8 Commission & Maintenance Charges ..............................................................................................................................................................................................................................B-6

4.9 Account Sales ....................................................................................................................................................................................................................................................................................................B-7

V. ACCOUNT CLOSURE & TERMINATION OF EMPLOYMENT B-7

5.1 Account Closure .............................................................................................................................................................................................................................................................................................B-7

5.2 By Termination of Employment Other Than Due to Death of Participant ........................................................................................................................B-7

5.3 By Transferring Employment from the Company or a Participating Employer to an Affiliate ...............................................................B-7

5.4 Termination Due to Death of Participant ........................................................................................................................................................................................................................B-8

VI. AWARD PROGRAM B-8

6.1 Scope of the Award Program .......................................................................................................................................................................................................................................................B-8

6.2 Outstanding Performance Component...........................................................................................................................................................................................................................B-8

6.3 Former Great Job Component ...................................................................................................................................................................................................................................................B-8

VII. ADMINISTRATION B-8

7.1 Committee ...............................................................................................................................................................................................................................................................................................................B-8

7.2 Powers of the Committee ..................................................................................................................................................................................................................................................................B-8

VIII. AMENDMENT & TERMINATION B-9

8.1 Right to Amend or Terminate ........................................................................................................................................................................................................................................................B-9

8.2 Limitation on Right to Amend or Terminate...............................................................................................................................................................................................................B-9

IX. MISCELLANEOUS PROVISIONS B-9

9.1 Successors .............................................................................................................................................................................................................................................................................................................B-9

9.2 Severability ..............................................................................................................................................................................................................................................................................................................B-9

9.3 Requirements of Law ...............................................................................................................................................................................................................................................................................B-9

9.4 Securities Law Compliance .............................................................................................................................................................................................................................................................B-9

9.5 No Rights as a Stockholder ........................................................................................................................................................................................................................................................B-10

9.6 Nature of Payments................................................................................................................................................................................................................................................................................B-10

9.7 Non-Exclusivity of the Plan ...........................................................................................................................................................................................................................................................B-10

9.8 Military Service ...............................................................................................................................................................................................................................................................................................B-10

9.9 Construction .....................................................................................................................................................................................................................................................................................................B-10

9.10 Headings................................................................................................................................................................................................................................................................................................................B-10

9.11 Stockholder Approval ..........................................................................................................................................................................................................................................................................B-10

9.12 Taxes ...........................................................................................................................................................................................................................................................................................................................B-10

9.13 Company-Associate Relationships ...................................................................................................................................................................................................................................B-10

9.14 Governing Law ..............................................................................................................................................................................................................................................................................................B-10


ANNEX B

B-3

Wal-Mart Stores, Inc. 2016 Associate Stock Purchase Plan

I. Definitions1.1 “Account” shall mean a Participant’s account which

holds his or her shares of Stock pursuant to the Plan.

1.2 “Account Administrator” shall mean the third party

administrator for the Accounts as may be from time to

time appointed by the Committee.

1.3 “Account Closure” shall mean the closing of a

Participant’s Account by one of the following means:

(a) “Automatic Account Closure” shall mean the

closure of a Participant’s Account by the Committee

(or the Account Administrator if applicable) at the

time such Participant’s Account balance contains no

shares (or fractional shares) of Stock on or after his

or her termination of employment with the Employer.

(b) “Participant Account Closure” shall mean the

closure of a Participant’s Account pursuant to a

request by the Participant to have his or her Account

closed and to have all Stock or proceeds from the

sale thereof distributed.

1.4 “Affiliate” shall mean any entity that is more than 50%

owned or controlled, directly or indirectly, by the Company.

1.5 “Associate” shall mean any common law employee of an

Employer, but shall not include independent contractors.

An individual classified by the Employer as either an

independent contractor or an individual who provides

services to the Employer through another entity shall not

be eligible to participate in this Plan during the period

that the individual is so classified, even if such individual

is later retroactively reclassified as an Associate during

all or any part of such period pursuant to applicable law

or otherwise.

1.6 “Award Program” shall mean a program established

by the Company or a Participating Employer that results

in its Associates receiving shares of Stock as an award

for job performance.

1.7 “Board” shall mean the Board of Directors of the Company.

1.8 “Committee” shall mean the Global Compensation

Committee of the Board, or such other committee as

may be appointed by the Board.

1.9 “Company” shall mean Wal-Mart Stores, Inc., a Delaware

corporation.

1.10 “Contribution” shall mean any of the types of contributions

that may be made to a Participant’s Account under the

Plan, either by the Company, a Participating Employer

or a Participant as set forth in Section III.

1.11 “Employer” shall mean the Company and its Affiliates.

1.12 “Participant” shall mean any Associate of the Company

or a Participating Employer who satisfies the eligibility

requirements in Section II and who has an Account

established under the Plan, and Participant shall also

include any former Associate of the Company or a

Participating Employer who was a Participant in the

Plan at the time of his or her termination of employment

until such time as an Account Closure occurs.

1.13 “Participating Employer” shall mean an Affiliate whose

participation in the Plan has been approved by the

Committee. The Committee may require the Participating

Employer to make corresponding contributions under the

Plan in accordance with rules and procedures established

by the Committee. The Committee, in its sole discretion,

may terminate any such Affiliate’s Participating Employer

status at any time and the Accounts of those Participants

who are Associates of such Affiliate will be treated as

if such Participants had transferred employment to an

Affiliate that is not a Participating Employer as described

in Section 5.3 of the Plan.

1.14 “Payroll Deduction” shall mean the payroll deduction from

a Participant’s biweekly or weekly regular compensation

(including from vacation pay and pay from any paid leave

of absence) of an amount authorized by the Participant

as a Payroll Deduction Contribution.

1.15 “Plan” shall mean the Wal-Mart Stores, Inc. 2016 Associate

Stock Purchase Plan (formerly known as the Wal-Mart

Stores, Inc. 2004 Associate Stock Purchase Plan), as

amended, restated and renamed herein, or as it may be

further amended from time to time.

1.16 “Plan Year” shall mean April 1 of a calendar year to

March 31 of the following calendar year, or such other

period as set by the Committee.

1.17 “Section 16 Officers” shall mean those officers of the

Company who are subject to subsection 16(a) of the

Securities Exchange Act of 1934, as amended.

1.18 “Stock” shall mean the common stock, $.10 par value

per share, of the Company.

II. Eligibility2.1 In General. All Associates (including Section 16 Officers)

of the Company or a Participating Employer are eligible to

participate in the Plan, subject to the following limitations:

(a) Associates who are restricted or prohibited from

participating in the Plan under the applicable law of their

state or country of residence may not participate in the

Plan, except as may be provided in accordance with

rules and procedures established by the Committee.


ANNEX B

B-4

(b) Associates of the Company and its Affiliates who are

members of a collective bargaining unit whose benefits

were the subject of good faith collective bargaining

are excluded from participation in the Plan.

(c) Participation by Associates of non-U.S. Participating

Employers shall only be permitted upon approval by

the Committee, which approval may be limited to

groups or categories of Associates designated by

the non-U.S. Participating Employer.

(d) Section 16 Officers may be restricted in their ability to

acquire or sell shares of Stock in order to comply with

Section 16 of the Securities Exchange Act of 1934, as

amended, in accordance with rules and procedures

adopted by the Company’s Audit Committee.

2.2 Leaves of Absence. Participants continue to be eligible

to participate in the Plan while on a bona fide leave of

absence from the Company or a Participating Employer

in accordance with applicable policies of the Company or

Participating Employer, or under such other circumstances

with the approval of the Committee.

III. Plan Contributions3.1 Shares Available for Contributions. Subject to

stockholder approval of this Plan: (i) 10,943,171 shares

of Stock shall be available for purchase from the

Company under the Plan for credit to Accounts or for

purchase in open market transactions over a national

securities exchange under the Plan for credit to Accounts;

(ii) 20,000,000 shares of Stock shall be available for

purchase from the Company under the Plan for credit

to Accounts; and (iii) 100,000,000 shares of Stock shall

be available for purchase in open market transactions

over a national securities exchange under the Plan for

credit to Accounts.

3.2 Plan Contributions. The definitions of the types of

Contributions which may be made pursuant to the Plan

are as follows (subject to the limits provided in Section

3.3 as applicable):

(a) “Award Contribution” means a contribution under

the Plan on behalf of a Participant by the Company

or a Participating Employer, as applicable, made

pursuant to the Award Program in the sole discretion

of the Committee.

(b) “Matching Contribution” means a cash contribution

to the Plan on behalf of a Participant by the Company or

a Participating Employer, as applicable, which is equal to

fifteen percent (15%) of the amount of the Participant’s

Payroll Deduction (up to a maximum dollar limit).

(c) “Payroll Deduction Contribution” means a

contribution to the Plan by a Participant pursuant to

a valid authorization for a Payroll Deduction.

(d) “Voluntary Contribution” means a contribution,

if and to the extent permitted by the Committee

from time to time, of shares of Stock or cash by the

Participant to the Participant’s Account which is not

made by Payroll Deduction.

3.3 Maximum Limits on Contributions.

(a) Matching Contributions and “Outstanding Performance”

awards under the Award Program are subject to a

maximum dollar limit for the Plan Year as set by the

Committee from time to time in its discretion.

(b) During any Plan Year, the combination of Payroll

Deduction Contributions and Voluntary Contributions

made in cash (not Stock) by a Participant shall not

exceed $125,000.

3.4 Payroll Deductions.

(a) Subject to the Committee’s authority to adjust the

following amounts, a Participant’s authorization for

Payroll Deduction shall be for a minimum amount of

$2.00 per biweekly pay period or $1.00 per weekly

pay period, as applicable to the Participant, and such

Payroll Deduction shall be in even multiples of $.50.

(b) A Participant’s request for Payroll Deduction (or a

request for a revision thereto) will become effective

as soon as practicable after receipt of such request

by the Company or the Participating Employer, as

applicable.

(c) A Participant’s Payroll Deduction authorization may be

revised or terminated at any time by the Participant’s

request to the Company or the Participating Employer,

as applicable.

(d) A Participant’s authorization for Payroll Deduction shall

remain effective until the earlier of the Participant’s (1)

request to revise or terminate the Payroll Deduction

authorization or (2) termination of employment with

the Company or a Participating Employer, subject to

Section 8 of the Plan.

(e) All requests to initiate, revise or terminate an

authorization for Payroll Deduction as described in

this Section 3.4 shall be made in writing or in such

other form acceptable to the Committee or its delegate

from time to time.

(f) The Senior Vice President, Benefits, or any successor

position, in his or her discretion, may prohibit a Payroll

Deduction from the final paycheck of a Participant.

This Section applies to the Participant’s final paycheck

even if the Participant made a valid Payroll Deduction

election applicable to prior paychecks. If a Payroll

Deduction is prohibited from a Participant’s final

paycheck, any corresponding Matching Contributions

shall also be prohibited.

3.5 Matching Contributions. The Company or Participating

Employer, as applicable, shall make Matching Contributions

as provided under the Plan and subject to the limits set

forth in Section 3.3.

3.6 Award Contributions. Award Contributions shall be

made, in the Committee’s sole discretion, by either (1) the

Company or the Participating Employer, as applicable,

remitting to the Account Administrator on behalf of the


ANNEX B

B-5

Participant funds sufficient to purchase any shares or

fractional shares of Stock that have been granted to such

Participant under the Award Program or (2) the Participant

receiving the Award Contribution directly as a certificate

for a share or shares (as applicable) of Stock.

3.7 Voluntary Contributions. Participants may make

Voluntary Contributions to the Plan subject to the terms

and limitations described herein or that may be prescribed

by the Committee from time to time.

3.8 Remittance of Contributions.

(a) The Company or a Participating Employer, as

applicable, will forward the total of all Payroll

Deductions for the applicable payroll period along

with the corresponding Matching Contributions, a

list of Participants for whom the Contributions are

being made and the amount allocable to each such

Participant’s Account to the Account Administrator

as soon as practicable.

(b) Voluntary Contributions, whether made in cash or

shares of Stock, shall be remitted to the Account

Administrator directly by the Participant.

(c) As soon as practicable following a grant of an Award

Contribution, an Award Contribution shall be made

in the Committee’s sole discretion as described in

Section 3.6 of the Plan.

(d) Prior to the time a Participant’s Payroll Deduction and

corresponding Matching Contribution is distributed

to the Account Administrator, such amounts are

considered general assets of the Company or

Participating Employer (as applicable) and, as such, are

subject to the claims of the Company’s or Participating

Employer’s (as applicable) creditors in the event of

insolvency or bankruptcy. In addition, no interest shall

be paid on such amounts and all Participants assume

the risk of fluctuations in the value or market price of

Stock.

IV. Account Purchases, Maintenance & Sales4.1 Account Establishment. The Account Administrator

shall establish an Account in accordance with the Plan

for any Associate who becomes a Participant. Upon

the Committee’s (or its delegate’s) request, the Account

Administrator shall establish an Account for an Associate

who is to be awarded shares under an Award Program

and who is not then a Participant.

4.2 Share Purchases. No later than five business days after

the Account Administrator receives the remittance of funds

for Contributions (including Voluntary Contributions made

in cash) made to the Plan, the Account Administrator

shall purchase shares of Stock from the Company, which

may be purchases from the Company of authorized,

but unissued, shares of Stock, shares of Stock held as

treasury shares of Stock, in open market transactions

over a national securities exchange, or in a combination

of the foregoing. Notwithstanding the foregoing, the

Committee may from time to time provide instructions to

the Account Administrator with respect to the purchase

of such shares of Stock but, absent such instructions,

the Account Administrator shall determine the source of

such Stock purchases in its discretion.

(a) In the case of purchases from the Company of

authorized but unissued or treasury shares of Stock,

the price of such shares is equal to the Volume

Weighted Average Price (VWAP) as reported on the

New York Stock Exchange - Composite Transactions

on the relevant date of purchase; provided, however,

that the Committee may, in its discretion, designate

some other methodology for determining the fair

market value of such shares of Stock purchased from

the Company.

(b) The Account Administrator’s purchase of shares of

Stock in open market transactions over a national

securities exchange and the price per share shall be

in accordance with rules and procedures established

by the Committee from time to time, the rules of the

national securities exchange over which the shares

of Stock are purchased and the rules of the Financial

Industry Regulatory Authority.

(c) As determined in the discretion of the Account

Administrator (in accordance with any applicable rules

and procedures of the Committee), funds received as

Voluntary Contributions may be bundled into a group

for the purpose of purchasing shares of Stock and

such shares may be purchased over a time period that

is greater than one day. If such shares of Stock are

purchased as part of a bundled group, a Participant’s

purchase price for each share of Stock shall be the

average price of all shares of Stock purchased within

that group as determined by the Account Administrator.

(d) No provision of this Plan shall limit the ability of the

Committee to implement a real-time trading (or other)

mechanism for the purchase or sale of shares of Stock

under the Plan and, to the extent determined by the

Committee, shall replace any other methodology for

valuing and allocating shares of Stock purchased or

sold under the Plan.

4.3 Share Purchases for Non-U.S. Participants. With

respect to non-U.S. Participants, the amounts (1) withheld

from such a Participant’s compensation pursuant to an

authorization for Payroll Deduction or (2) contributed as

either a Matching Contribution or an Award Contribution

made directly to a Participant’s Account shall be converted

from the applicable foreign currency to U.S. dollars

for the purpose of purchasing shares of Stock, and

such conversion shall be pursuant to the exchange rate

published in The Wall Street Journal (or other similar

source) on a date as soon as practicable prior to the

effective date of the cash transfer from the Company or

the Participating Employer, as applicable, to the Account

Administrator. All such Participants assume the risk of


ANNEX B

B-6

fluctuations in the value or market price of shares of Stock

and applicable currency exchange rates. With respect to

non-U.S. Participants making Voluntary Contributions in

cash, such amounts must be tendered to the Account

Administrator in U.S. dollars unless otherwise determined

by the Committee.

Notwithstanding anything to the contrary contained in the

terms of this Plan, at the discretion of the Committee,

purchases of shares of Stock for, or the participation in

the Plan by, non-U.S. Participants may be suspended

or discontinued if the applicable laws of a country or

another governmental authority (such as the European

Union) governing such purchases of shares of Stock or

participation in the Plan would require the Company to

register or qualify such shares of Stock, or its deemed offer

or sale of shares of Stock under the Plan to, or to otherwise

comply with procedures under such laws with respect

to any deemed offer and sale of shares of Stock by the

Company under the Plan to, such non-U.S. Participants

or the Company would otherwise become subject to the

laws of such country or other governmental authority as

a result of such purchases of shares of Stock by or on

behalf of a non-U.S. Participant unless the Company is

already subject in all respects to the jurisdiction of such

country or governmental authority.

4.4 Allocation to Accounts. The number of shares (whole

and fractional shares) of Stock shall depend upon the

purchase price as described in Section 4.2 at the time such

purchases are made. Purchases of Stock will be allocated

by the Account Administrator based upon the applicable

purchase price to each applicable Participant’s Account

in proportion to the respective amount of Contributions

received for each Participant’s Account. Allocations of

Stock will be made in full shares and in fractional interests

in shares to the thousandths of a share.

4.5 Share Ownership. At the time shares of Stock are

credited to a Participant’s Account, he or she will acquire

full ownership of all such shares (as well as any fractional

interests) of Stock.

(a) All shares of Stock will be registered in the name of the

Account Administrator and will remain so registered

until delivery is requested by the Participant. The

Participant may request from the Account Administrator

that a certificate for any or all full shares of Stock be

delivered to the Participant or that the Participant be

reflected as the record owner of such shares of Stock

in the Direct Registration System of the Depository

Trust Company, if the Company participates in that

system, at no cost to such Participant at any time.

(b) The Account Administrator shall cause to be

delivered at no cost to each Participant as promptly

as practicable, by mail, electronic mail, or otherwise, all

notices of shareholders’ meetings, proxy statements

and other material distributed by the Company to

its stockholders. The full shares of Stock in each

Participant’s Account shall be voted in accordance

with the Participant’s signed proxy voting instructions

timely delivered to the Account Administrator. In the

event that a Participant does not timely provide the

Account Administrator with proxy voting instructions,

the Account Administrator may direct the voting of

such shares of Stock held in an Account to the extent

such action or direction would comply with applicable

law and any applicable listing standards of a national

securities exchange.

(c) A Participant may not assign or hypothecate any

interest in the Plan; provided, however, that upon

purchase of shares under the Plan, such shares may

be sold, assigned, pledged, hypothecated or otherwise

dealt with as would be the case with respect to any

other shares of Stock the Participant might otherwise

own, subject to the Participant’s compliance with the

Wal-Mart Stores, Inc. Insider Trading Policy.

(d) Neither the Company nor any Participating Employer

may make any deductions from amounts properly

credited to a Participant’s Account. Neither the

Company nor any Participating Employer shall have

any security interest on the shares of Stock held in a

Participant’s Account. Notwithstanding the foregoing,

a lender may have a security interest on the shares of

Stock held in a Participant’s Account if the Participant

has pledged such Stock as collateral in connection

with a line of credit that may be obtained by certain

Participants (other than Section 16 Officers) through

the Account Administrator’s Stock Secured Line of

Credit Program, if any.

4.6 Account Statements. Each Participant will be sent at

least an annual statement reflecting all Account activity

during the period covered by the statement.

4.7 Risk of Loss. There is no guarantee of the value or

market price of shares of Stock acquired pursuant to the

Plan. In seeking potential benefits of Stock ownership,

each Participant bears the risks associated with Plan

participation and ownership of Stock, including the risk

of any decrease in the value of market price of shares of

Stock acquired pursuant to the Plan.

4.8 Commission & Maintenance Charges.

(a) No brokerage commissions are charged to Participants

for purchases of Stock under the Plan, however,

brokerage commissions and other applicable fees

shall be charged to the Participant for all sales of

Stock from his or her Account. Such commissions

and other applicable fees for sales of Stock held in a

Participant’s Account shall be at the rates posted by

the Account Administrator, which may be changed

from time to time by the Account Administrator with

approval of the Committee (or its delegate).

(b) The Company or Participating Employer, as applicable,

shall pay the applicable periodic maintenance fees

(if any) for the Participant’s Account until the earlier


ANNEX B

B-7

of (1) a Participant Account Closure occurs or (2) the

Participant incurs a termination of employment with

the Company or Participating Employer, as applicable,

subject to Section 5.3. Any services requested of the

Account Administrator by the Participant that are

not covered by the Company’s arrangement with

the Account Administrator shall be paid for solely by

the Participant.

(c) At such time as the Company or Participating Employer,

as applicable, ceases to pay the applicable Account

maintenance fees as set forth subsection (b) above, the

Participant shall become responsible for any applicable

Account maintenance fees. In this case, periodic

maintenance fees and other applicable charges to

the Account shall be paid from time to time to the

Account Administrator automatically from the proceeds

of a sale of a sufficient number of shares of Stock

held in the Participant’s Account to cover such fees

and charges until the earlier of a Participant Account

Closure or an Automatic Account Closure occurring.

4.9 Account Sales. The Participant may instruct the Account

Administrator in writing (or any other method acceptable

to the Committee or its delegate) at any time to sell any

portion or all of his or her full shares of Stock and the

fractional interest in any shares of Stock allocable to his

or her Account, and the timing for such sale of Stock shall

be in accordance with rules and procedures established

by the Committee from time to time. Any account sales

shall be subject to the Wal-Mart Stores, Inc. Insider

Trading Policy, including, but not limited to, the Trading

Windows and trading restrictions on Section 16 Officers.

(a) The sale price for a share of Stock under the Plan

shall be the average price of all shares of Stock sold

by the Account Administrator on the date of the

Participant’s sale transaction; provided, however,

that the Committee reserves the right to implement a

real-time trading or similar mechanism for Participants’

sales of shares of Stock from their respective Accounts

under the Plan and the valuation of shares of Stock

would be in accordance with any such mechanism.

(b) Upon such sale, the Account Administrator shall mail

to the Participant a check (or such method of payment

as approved by the Committee or its delegate) for

the proceeds, less the brokerage commission, and

other normal charges such as sales fees, which are

payable by the Participant.

(c) Such instruction to the Account Administrator, or a

request for delivery of Stock certificates held in the

Participant’s Account, will not affect the Participant’s

status as a Participant under the Plan unless the

delivery of such certificates results in an Account

Closure.

(d) With respect to non-U.S. Participants, shares of Stock

are sold or traded in U.S. dollars and such amounts

can be converted for the purpose of remitting the

proceeds to the non-U.S. Participant. If the proceeds

from the sale of shares of Stock held in the Participant’s

Account are converted to a currency other than U.S.

dollars, such conversion shall be made pursuant to

the applicable exchange rate published in The Wall

Street Journal (or other similar source) on the date

such transaction is executed. All such Participants

assume the risk of fluctuations in the value or market

price of shares of Stock and applicable currency

exchange rates.

V. Account Closure & Termination of Employment

5.1 Account Closure. A Participant who elects to discontinue

Payroll Deductions under the Plan shall continue to be

a Participant until the earlier of a Participant Account

Closure or an Automatic Account Closure occurring.

In connection with a Participant Account Closure, the

Participant must elect to have his or her Account fully

distributed in either (1) Stock (except that the value of

any fractional shares of Stock will be distributed in cash)

less any applicable fees or (2) cash by directing all full

shares (and fractional interests) of Stock to be sold with

the proceeds, less applicable brokerage commissions

and other applicable fees, being distributed in accordance

with the terms, provisions, and conditions of the Plan.

5.2 By Termination of Employment Other Than Due to Death of Participant. The Account of a Participant who

incurs a termination of employment (other than by reason

of death) with the Company or a Participating Employer

will continue to be maintained with the periodic fees and

any other applicable charges being paid by the Participant

in accordance with Section 4.8(c) of the Plan.

5.3 By Transferring Employment from the Company or a Participating Employer to an Affiliate. A Participant

who transfers employment from the Company or a

Participating Employer to an Affiliate who does not

sponsor or participate in the Plan may continue to have

his or her Account maintained at the expense of the

Company while still employed with an Affiliate until the

earlier of a Participant Account Closure or an Automatic

Account Closure occurring (provided that such Automatic

Account Closure can only occur following termination

of employment with such Affiliate). In connection with a

Participant Account Closure, the Participant must elect to

have his or her Account fully distributed in either (1) Stock

(except that the value of any fractional shares of Stock

will be distributed in cash less any applicable fees) or (2)

cash by directing all full shares (and fractional interests)

of Stock to be sold with the proceeds, less applicable

brokerage commissions and other applicable fees, being

distributed, in accordance with the terms, provisions, and

conditions of the Plan. Unless and until such Participant

re-establishes eligibility to participate in the Plan, such

Participant shall no longer be eligible to make or receive

Contributions to the Plan (including by Payroll Deduction

or Voluntary Contribution).


ANNEX B

B-8

5.4 Termination Due to Death of Participant. Following a

Participant’s death, the Company or Participating Employer,

as applicable, shall cease making Payroll Deductions and

Matching Contributions to such Participant’s Account as

soon as practicable. In addition, as soon as practicable

following the Participant’s death, the Account Administrator

will distribute the proceeds of the deceased Participant’s

Account less applicable brokerage commissions and other

applicable fees in accordance with rules and procedures

established by the Committee (which may include a

designation by a Participant of a beneficiary or a joint

tenant with respect to a Participant’s Account) and, in

the absence of applicable rules and procedures (or such

designations), to the Participant’s estate.

VI. Award Program6.1 Scope of the Award Program. The Award Program

is designed to provide an incentive to Associates of the

Company and Participating Employers who provide

exceptional customer service and job performance. Awards

under the Award Program are not intended to be given to

those who satisfy, but do not exceed, expectations. The

Award Program includes an “Outstanding Performance”

component.

6.2 Outstanding Performance Component. An “Outstanding

Performance” award is an award of Stock to an Associate

in recognition of the individual’s consistently outstanding

performance in his or her specific job-related roles over

a month, a quarter, or a year.

(a) Associates who receive “Outstanding Performance”

awards may either be issued certificates for shares

of Stock or, at the discretion of the Committee, the

Company (or Participating Employer) may have the

Account Administrator purchase shares of Stock to

be credited to the Participant’s Account as described

in Section 3.6 of the Plan.

(b) “Outstanding Performance” awards are either

approved directly by the Committee or by its delegate

in accordance with rules and procedures established by

the Committee, and are subject to individual maximum

dollar limitations as set by the Committee from time

to time.

6.3 Former Great Job Component. This component of the

Plan was discontinued in 2007 and all outstanding Great

Job buttons were cancelled on September 1, 2008.

VII. Administration7.1 Committee.

(a) Subject to Section 7.2, the Plan shall be administered

by the Committee.

(b) The Committee may delegate to officers or managers

of the Company or any Affiliate the authority, subject

to such terms as the Committee shall determine,

to perform specified functions under the Plan. The

Committee also may revoke any such delegation of

authority at any time.

7.2 Powers of the Committee. Subject to and consistent

with the provisions of the Plan, the Committee has full

and final authority and sole discretion as follows:

(a) to determine when, to whom and in what types and

amounts Contributions should be made;

(b) to make Contributions to eligible Associates in any

number, and to determine the terms and conditions

applicable to each Contribution;

(c) to determine whether any terms and conditions

applicable to a Contribution have been satisfied;

(d) to set minimum and maximum dollar, share or other

limitations on the various types of Contributions under

the Plan;

(e) to determine whether an Affiliate should be designated

as a Participating Employer and whether an Affiliate’s

Participating Employer status should be terminated;

(f) to determine whether Associates of non-U.S.

Participating Employers should be eligible to participate

in the Plan;

(g) to construe and interpret the Plan and to make all

determinations, including factual determinations,

necessary or advisable for the administration of the

Plan;

(h) to make, amend, suspend, waive and rescind rules

and regulations relating to the Plan (including, but not

limited to, such rules and regulations that would allow

designations for beneficiaries and/or joint tenants to

be made by Participants in connection with Accounts

under the Plan);

(i) to appoint such agents as the Committee may deem

necessary or advisable to administer the Plan;

(j) to correct any defect or supply any omission or

reconcile any inconsistency, and to construe

and interpret the Plan, the rules and regulations,

and award agreements or any other instrument entered

into or relating to a Contribution under the Plan; and

(k) to take any other action with respect to any matters

relating to the Plan for which it is responsible and to

make all other decisions and determinations as may

be required under the terms of the Plan or as the

Committee may deem necessary or advisable for

the administration of the Plan.

Any action of the Committee with respect to the Plan shall

be final, conclusive and binding on all persons, including

the Company, its Affiliates, any Associate, any person

claiming any rights under the Plan from or through any

Participant, and stockholders, except to the extent the

Committee may subsequently modify, or take further

action not consistent with, its prior action. If not specified

in the Plan, the time at which the Committee must or

may make any determination shall be determined by the


ANNEX B

B-9

Committee, and any such determination may thereafter

be modified by the Committee. The express grant of

any specific power to the Committee, and the taking of

any action by the Committee, shall not be construed as

limiting any power or authority of the Committee.

VIII. Amendment & Termination8.1 Right to Amend or Terminate. The Board, or a duly

authorized committee thereof, reserves the right to

amend, modify, suspend or discontinue the Plan at any

time in its sole discretion without the approval of the

Company’s stockholders, except that (a) any amendment

or modification shall be subject to the approval of the

Company’s stockholders if such stockholder approval is

required by any federal or state law or regulation or the

rules of any securities exchange or automated quotation

system on which the shares of Stock may then be

listed or quoted, and (b) the Board may otherwise, in its

discretion, determine to submit other such amendments

or modifications to stockholders for approval.

8.2 Limitation on Right to Amend or Terminate. Any such

amendment, modification, suspension or termination

will not result in the forfeiture of (1) subject to Section

3.8(d), any funds contributed but not yet invested in the

Participant’s Account, (2) any shares (or fractional interests)

of Stock purchased on behalf of the Participant under

the Plan, or (3) subject to Section 3.8(d), any dividends

or other distributions in respect of such shares that are

declared subsequent to a Participant’s Contribution but

prior to the effective date of the amendment, modification,

suspension or termination of the Plan.

IX. Miscellaneous Provisions9.1 Successors. All obligations of the Company under the

Plan with respect to Contributions made hereunder shall

be binding on any successor to the Company, whether

the existence of such successor is the result of a direct

or indirect purchase, merger, consolidation, or otherwise

of all or substantially all of the business and/or assets of

the Company.

9.2 Severability. If any part of the Plan is declared by any

court or governmental authority to be unlawful or invalid,

such unlawfulness or invalidity shall not invalidate any

other part of the Plan. Any Section or part of a Section

so declared to be unlawful or invalid shall, if possible, be

construed in a manner which will give effect to the terms

of such Section or part of a Section to the fullest extent

possible while remaining lawful and valid.

9.3 Requirements of Law. The granting of awards, the

making of Contributions, and the delivery of shares of

Stock under the Plan shall be subject to all applicable

laws, rules, and regulations, and to such approvals by any

governmental agencies or national securities exchanges

as may be required. Notwithstanding any provision of the

Plan, Participants shall not be entitled to receive benefits

under the Plan, and the Company (and any Affiliate) shall

not be obligated to deliver any shares of Stock or deliver

benefits to a Participant, if such delivery would constitute

a violation by the Participant or the Company or any of

its Affiliates of any applicable law or regulation.

9.4 Securities Law Compliance.

(a) If the Committee deems it necessary to comply with

any applicable securities law or the requirements of any

securities exchange upon which shares of Stock may

be listed, the Committee may impose any restriction

on Contributions, shares of Stock acquired pursuant to

Contributions or purchases of shares of Stock under

the Plan as it may deem advisable. Shares of Stock

credited to the Account of a Participant, delivered

to a Participant in certificated form or registered to

a Participant in the Direct Registration System that

may not be reoffered and resold by such Participant

under applicable securities laws except pursuant to

an effective registration statement covering or with

respect to, or a qualification of, such shares of Stock

or of such reoffer and resale of such shares of Stock

or in accordance with another compliance procedure

permitting a public reoffer and resale of such shares

of Stock, in each case, in accordance with applicable

securities laws, shall be subject to such stop transfer

orders and other restrictions as the Committee may

deem advisable under applicable securities laws and

the listing requirements and rules for listed companies

of any securities exchange upon which shares of Stock

are then listed and the Committee may cause a legend

or legends to be put on any such certificates to make

appropriate reference to such restrictions and, if so

requested by the Company, such Participant shall make

a written representation to the Company that he or

she will not reoffer or resell any shares of Stock held

by him or her except in compliance with all applicable

requirements for the registration or qualification of

such shares of Stock or of such reoffer and resale

of such shares of Stock or in accordance with such

other compliance procedure permitting the public

reoffer and resale of such shares of Stock unless he

or she shall have furnished to the Company an opinion

of an experienced securities attorney licensed in the

jurisdiction whose securities laws govern such reoffer

and resale that such registration, qualification or other

compliance actions regarding such reoffer and resale

are not required for such reoffer and resale of such

shares of Stock to be effected in compliance with the

applicable securities laws, which opinion shall be in

form and substance satisfactory to the Company in

its sole discretion.

(b) If the Committee determines that the nonforfeitability

of, or delivery of benefits pursuant to, any Contribution

or any purchase of shares of Stock, either from the

Company or in an open market purchase over a


ANNEX B

B-10

national securities exchange, would result in a violation

of any provision of any applicable securities laws or

the listing requirements or rules for listed companies

of any securities exchange on which the Stock is listed

for trading, then the Committee may postpone any

such nonforfeitability or delivery, as applicable, and may

suspend the purchase of shares of Stock under the

Plan, but the Company shall use all reasonable efforts

to cause such nonforfeitability or delivery to comply

with all such provisions at the earliest practicable date

and to permit the Account Administrator to make

purchases of shares of Stock in accordance with the

Plan at the earliest practicable date; provided that

the Company may, in its sole discretion, suspend the

participation in the Plan of any Participant or any or all

Participants to the extent necessary for the Company

to comply or remain in compliance with the securities

laws of any jurisdiction, including the United States,

and may suspend purchases of shares of Stock that

would be deemed to be the offer and sale of shares

of Stock by the Company in a transaction that is not

registered pursuant to, or exempt from registration

under, Section 5 of the Securities Act of 1933, as

amended, or is not qualified or otherwise permitted to

be made under the securities laws of any jurisdiction

outside of the United States, for such period as the

Company deems appropriate in order for the Company

to file a registration statement with the U.S. Securities

and Exchange Commission with respect to the offer

and sale of shares of Stock under the Plan and to

have such registration statement declared effective by

the U.S. Securities and Exchange Commission and

to effect all necessary qualifications and to comply

with any other compliance procedures required to be

adhered to in order for such purchases of such shares

of Stock on behalf of Participants to comply with all

applicable securities laws, rules, and regulations.

9.5 No Rights as a Stockholder. No Participant shall have

any rights as a stockholder of the Company with respect

to the shares of Stock which may be deliverable to the

Participant’s Account in connection with a Contribution

(other than a Voluntary Contribution of previously-owned

shares of Stock) under the Plan until such shares of Stock

have been credited to his or her Account or have been

delivered to him or her.

9.6 Nature of Payments. Matching Contributions and

Award Contributions shall be special incentive payments

to the Participant and shall not be taken into account in

computing the amount of salary or compensation of the

Participant for purposes of determining any pension,

retirement, death or other benefit under (a) any pension,

retirement, profit-sharing, bonus, insurance or other

employee benefit plan of the Company or any Affiliate,

except as such plan shall otherwise expressly provide,

or (b) any agreement between (i) the Company or any

Affiliate and (ii) the Participant, except as such agreement

shall otherwise expressly provide.

9.7 Non-Exclusivity of the Plan. Neither the adoption of the

Plan by the Board nor its submission to the stockholders of

the Company for approval shall be construed as creating

any limitations on the power of the Board to adopt such

other compensatory arrangements for Associates as it

may deem desirable.

9.8 Military Service. The Plan shall be administered in

accordance with Section 414(u) of the Internal Revenue

Code and the Uniformed Services Employment and

Reemployment Rights Act of 1994.

9.9 Construction. The following rules of construction will

apply to the Plan: (a) the word “or” is disjunctive but not

necessarily exclusive, and (b) words in the singular include

the plural, words in the plural include the singular, and

words in the neuter gender include the masculine and

feminine genders and words in the masculine or feminine

gender include the other neuter genders.

9.10 Headings. The headings of articles and sections are

included solely for convenience of reference, and if there

is any conflict between such headings and the text of

this Plan, the text shall control.

9.11 Stockholder Approval. All Contributions made on or

after the effective date of the amended and restated

Plan and prior to the date the Company’s stockholders

approve the amended and restated Plan are expressly

conditioned upon and subject to approval of the amended

and restated Plan by the Company’s stockholders.

9.12 Taxes. All Payroll Deduction Contributions, Matching

Contributions and Award Contributions are subject

to withholding for applicable federal, state and local

income taxes and will be reported as wage income by

the Company. When a Participant authorizes a Payroll

Deduction of a specific amount, more than that amount

will actually be withheld from his or her compensation to

cover the withholding taxes due on the Payroll Deduction

Contribution and Matching Contribution. Unless set

forth otherwise by applicable law, rule, or regulation, the

distribution of shares of Stock from a Participant’s Account

to a Participant, or cash in lieu of fractional shares, will

not be a taxable event.

9.13 Company-Associate Relationships. Nothing contained

in this Plan shall in any way affect the rights of the Company

(including any of its Affiliates) in its relationship with any

Associate or affect the Company’s (including any of its

Affiliates’) right to discharge any Associate or increase

or reduce any Associate’s compensation.

9.14 Governing Law. This Plan shall be governed by and

construed in accordance with the laws of the State of

Delaware, except to the extent it is governed by the

federal securities laws or the choice of laws provision

contained in the Company’s agreement with the Account

Administrator.

Designed and Published by Labrador-company.com

2016 Annual Shareholders’ Meeting

Place: Bud Walton ArenaUniversity of Arkansas CampusFayetteville, Arkansas

Date and Time: June 3, 2016, 8:00 a.m., Central time

Casual dress is recommended.

Doors open at 7:00 a.m., Central time.

Please note that due to on-campus construction,

parking may be limited.

Photographs taken at the meeting may be used

by Walmart. By attending, you waive any claim or

rights to these photographs and their use.

2016 Annual Shareholders’ Meeting Admission RequirementsIn order to be admitted to the 2016 Annual Shareholders’ Meeting, you must bring photo ID AND one of the following:

The proxy statement or proxy card you received in the mail;

The notice of internet availability you received in the mail;

The email you received with a link to our proxy materials; or

Other proof of share ownership, such as a valid legal proxy from your bank, broker, or other nominee who holds your shares,

a voting instruction form that you received from your bank, broker, or other nominee, or a recent bank, brokerage or other statement demonstrating that you owned shares as of the close of business on April 8, 2016.

Please see page 94 of this proxy statement for more information regarding admission requirements.

The use of cameras, camcorders, videotaping equipment, and other recording devices will not be permitted in Bud Walton Arena. Attendees

may not bring into the arena large packages or other material that could pose a safety or disruption hazard (e.g., fireworks, noisemakers, horns,

confetti, etc.).

NW Arkansas Regional Airport (XNA)

Hwy. 264

To Fort Smith

To Rogers and Bentonville

Hwy. 264

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Raz

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Leroy Pond Road

Hwy. 412

Hwy. 62

I-49(formerly I-540)

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5

6

2

47

4

3

4

1

Bud Walton Arena1

Disabled Parking (Lot No. 55)2

NW Arkansas Regional Airport (XNA)3

Parking Lots No. 44, 56, 72 & 734

Razorback Stadium5

Track6

Indoor Tennis Center (Overflow Seating)7